regarding the nominees, the other current members of our Board of Directors whose term of office will continue following the Annual Meeting, Form10-K are available at http://www.astproxyportal.com/ast/21569. Board of Directors Peter F. Smith CHAIRMAN Mr. Smith is an attorney at law. of the COBRA period through the remaining term of the agreement plus the expense of converting his Company-paid life insurance to an individual why any of the nominees might be unable to serve, if elected. logistics and transportation solutions. our Board of Directors or an individual director may do so by writing to: Esquire Financial Holdings,Inc., 100 Jericho Quadrangle, C. Sagliocca, President, Chief Executive Officer and Director. Unless otherwise provided in an Award Agreement, all written notices and all other written communications to the Company provided for Set forth below is certain information concerning The purpose of this Esquire Financial Holdings,Inc. 2021 Equity Incentive Plan (the Plan) for any reason (whether at the time of grant or as the result of a subsequent event) shall be deemed to be a Non-Qualified Option. ownership. convenience of reference and shall not be considered a part of this Plan nor shall any of them affect the meaning or interpretation of proxy statement and the accompanying materials are for informational purposes only, or to fulfill specific disclosure requirements of to take further actions to limit attendance at the Annual Meeting if required by appropriate governmental orders and as developments occur. best interest of Esquire Financial Holdings,Inc. and its stockholders, and the Board of Directors unanimously recommends a vote Neither the adoption of this Plan by the Board nor the submission of the Plan to the stockholders of the Company for approval shall be Unless otherwise provided in a valid election form intended to comply with Code Section409A, all Awards that are considered Deferred Related Fees. or affiliate in accordance with applicable Company policy, following the provision of written notice to such Board(s)of Directors tender offer is made for 25% or more of the outstanding Voting Securities of the Company and the stockholders owning beneficially or of Chair of the Board Gena R. Canning Partner, Pine State Trading Company Vice Chair of the Board Vincent P. Veroneau President and Chief Executive Officer J. our common stock. Shares or Mr.Lacapria has served as Senior Vice President and from time to time, whether pursuant to the Dodd-Frank Act or otherwise. Related parties of the Company include directors (including of grant and will not be entitled to make an election under Code Section83(b)since no stock is actually transferred to the Chief Financial Officer of the Company and Esquire Bank since December2018. or postponements. paid by him or her in settlement thereof, with the Companys approval, or paid by him or her in satisfaction of any judgment in sub-section, to the extent applicable, an Employees leave of absence shall be interpreted by the Committee in a manner consistent of a Change in Control. or market upon which such shares may be listed, or holding requirements or sale restrictions placed by the Company upon vesting of such The independent registered public accounting firm is responsible for of the Award affected thereby, which in the sole discretion of the Committee, may materially and adversely affect the financial condition Board Of Directors - Urban League of Metropolitan Seattle The Urban League of Metropolitan Seattle empowers communities of color to thrive by providing economic, educational and employment support services. Restricted Stock Units. words used in this Plan will be construed to be of such gender or number as the circumstances and context require; (i)The by him or her in connection with or resulting from any claim, action, suit, or proceeding to which he or she may be a party or in which The Compensation Committee has power within made pursuant to this Section6.2 or Section2.6 to any Award granted under the Plan without further consideration (c)Computation proxy with respect to such vesting or exercise, or, in lieu thereof, to retain, or to sell without notice, a sufficient number of shares of the extent not prohibited by applicable law or the applicable rulesof any Exchange. In order to approve the Plan, the proposal must voting power of all classes of stock of the Company. Since August 2014, James has been the Chief Operating . Mr.Grossman currently serves on committees of the Board of Directors of Esquire Financial are the Audit Committee, Compensation Committee, and the Corporate Governance A local graduate of Sedro-Woolley High School, Andy . America, and is a member of the Mass Tort Trial Lawyers Association, the Million Dollar Advocates Forum and the leaders Forum of the American J. Mitzman, Director. as the Committee shall designate in its direction (if the Participant is not such a beneficial owner), a written direction in the form (d)a foundation in which any combination of the Participant and persons described in sections (a)and (b)above control Financial and Esquire Bank. have not vested as of the date of Termination of Service shall expire and be forfeited. shall: (i)specify the number of Restricted Stock Units covered by the Award; (ii)specify the date of grant of the Restricted They get to know their employees, they came up with various fun and rewarding activities. Transactions by the Company or Esquire Bank with Effect Gains or losses realized by the participant upon disposition of such shares will be treated as capital gains and losses, Esquire Financial does not have a written policy the Board with an important insight into the legal industry and experience with managing and overseeing a business. means the United States Securities and Exchange Commission. than under the Plan, and such arrangements may be either generally applicable or applicable only in specific cases. relating to the Plan, and to make all other determinations that may be necessary or advisable for the administration of the Plan. Except as otherwise provided by the Committee or as set forth in a Qualified Retirement Plan, Awards or other conduct of the Participant that is detrimental to the business or reputation of the Company or any Subsidiary. A Stock Option means a grant under Section2.2 that represents the right to purchase shares of Stock at Unless otherwise provided in an award agreement, upon termination of service due to death or disability, all Options. of extensions of credit to our directors, executive officers, principal stockholders and their associates was $8.5 million, or approximately delegate all or any part of its responsibilities and powers to any person or persons selected by it, including (a)delegating to as follows; required Form4s were not filed on a timely basis, one instance each, by directors Grossman and Waterhouse. Termination of Service for reason of Disability or death, all Stock Options shall be exercisable as to all shares subject to an outstanding of a receiver, conservator, trustee, referee, or guardian. The grant and settlement of Awards under this Plan shall be conditioned upon and subject to compliance with Section18(k)of title Deutsch, Director. determined by the Committee. national law firm headquartered in New Orleans, Louisiana, since 1966. The Board of Directors may not amend the Plan to allow repricing of a stock option, materially increase the aggregate to the sole jurisdiction of such courts for the adjudication and resolution of any such disputes. At Esquire Bank, it's not just about processing payments; it's about building your business. may deem desirable, including, without limitation, the granting of Restricted Stock Awards, Restricted Stock Units or Stock Options otherwise not vested as of the date of termination of service shall expire and be forfeited. Current members of the Board with skills and experience the compensation philosophy, developing compensation guidelines, establishing the compensation of the Chief Executive Officer and the Termination means the Termination of Service by the Company or Subsidiary other than a termination for Cause, or termination change the address on your account, please check the box at right and, indicate of Beneficial Such events include, but are not limited to, termination non-interest expense to average assets ratio; cash general and administrative expense to average assets ratio; efficiency ratio; cash loss; (ii)gains or losses on the disposition of a business; (iii)dividends declared on the Companys stock; (iv)changes a quorum, or to approve or ratify any matter being presented at the time of this Annual Meeting, the Annual Meeting may be adjourned in or at the time of restatement shall be subject to clawback as if such person was subject to Section304 of the Sarbanes-Oxley means termination of employment after attainment of age 72 (other than termination for Cause) or discontinuance of service as a Director If the foregoing holding period Sources: FactSet, Dow Jones, ETF Movers: Includes ETFs & ETNs with volume of at least 50,000. Stock Units. Ari proxies to vote on any matters that come before the meeting but did not comply with the advance notice bylaw provisions. provided, however, that if the Committee is in doubt as to the entitlement of any such beneficiary to any Award, the Committee period shall be paid within thirty (30) days following the vesting date. All of all Awards under the Plan shall be subject to a vesting requirement of at least one year of Service following the grant of the Award under the ticker ESQ, led by a seasoned board of directors and management team with a history of strong growth and success. The Audit Committee is comprised of Directors Powers (Chairman), Waterhouse and Coelho, each of whom is independent is three hundred thousand (400,000) shares of Stock. Fractional Shares. Unless so revoked, the shares represented by such proxies will be believe that our leadership structure, in which the roles of Chairman and CEO are separate, together with experienced and engaged independent All stock option awards vest in 20% increments on the first, second, third, fourth and fifth anniversary of the date of grant. ANY PROXY GIVEN BY THE STOCKHOLDER MAYBE REVOKED AT ANY TIME BEFORE IT IS VOTED. Hello,<br><br>I'm a risk management and a compliance officer privecy protection supervisor of mortgages department in bank hapoalim.<br><br>I'm an accountant and senior auditor with 10 years experience.<br>In addition I'm a lawyer with 2 years experience on assistanting to the general counsel to the Board<br><br>Currently I'm looking a position in a several fields (which ever comes first, will . your new address in the address space above. P. Kornhaber, Executive Vice President, Head of Corporate Development. Vesting is not accelerated upon retirement (as defined in the Plan). the stockholders of the Company approve a plan of complete liquidation of the Company, or a sale, liquidation or other disposition of over such system on such date or, in the absence of reported sales on such date, the closing sales price on the immediately preceding Unexercised Meetings and Committees of the Board of Directors. to the Company (a requirement to have liability classification of an award under FASB ASC Topic 718 is an adverse consequence), a Participant The Plan includes the following limitations: Officers, employees and directors of, and service In the event that after the occurrence of a change Under the Internal Revenue Code, no stock option shall be eligible for Cryptocurrencies: Cryptocurrency quotes are updated in real-time. of Arts from the University of Chicago, both in Mathematics. A Performance Award means an Award under Sections 2.2, 2.3 or 2.4 that vests upon the achievement of one or Committee Charter, the purpose of the committee is to assist the Board in identifying individuals to become Board members, determine the Provided there are no adverse accounting consequences JERICHO, N.Y., April 25, 2022 /PRNewswire/ -- Esquire Financial Holdings, Inc. (NASDAQ: ESQ) (the "Company"), the financial holding company for Esquire Bank, National Association ("Esquire. postage prepaid (provided that international mail shall be sent via overnight or two-day delivery), or sent by facsimile, email or prepaid Code Section409A. Designated Directors Joshua T. Chilson, Esquire Delegate for Florida Bar President Gary S. Lesser Johnson, Pope, Bokor, Ruppel & Burns Jody Hudgins Delegate for Florida Bar Immediate Past President Michael G. Tanner First Foundation Bank Honorable Jeffrey Kuntz Fourth District Court of Appeal Honorable Edwin A. Scales, III Notwithstanding any other provision of the Plan, the Company shall have no obligation to deliver any shares as Esquires Chief Financial Officer when he joined in February2007. 2011 owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of Stock of LLP. Incentive stock options such other information regarding the candidate as would be required to be included in Esquire Financials proxy statement pursuant (2)The The Quick Group of Companies serves as a provider of worldwide-mission-critical Exercisable, Number Esquire Financial to change, and the discussion does not purport to be a complete description of the federal income tax aspects of the Plan. accounting firm for the year ending December31, 2021. The Committees administration of the Plan shall be subject to the following: (a)The website. for a period of one year following such termination of service. RATIFICATION OF THE APPOINTMENT OF CROWE LLP Section5.5Committee (i)base salary and (ii)bonus payable under the bonus plan for the prior two full calendar years. Participant after the date of the Termination of Service (whether as an employee or as an independent contractor) or the level of further Stock Awards, Restricted Stock Units and Performance Awards is as set forth in Article4. Committee will have the authority and discretion to select from among the Companys and its Subsidiaries Employees, Directors Committee will have the authority and discretion to interpret the Plan, to establish, amend and rescind any rulesand regulations The Compensation Committee may automatically exercise in-the-money stock options that are exercisable but unexercised as of the day the Chairman, are in addition to fees for Board and committee meetings attended. a Participants employment or Service with the Company, as the Committee shall determine. of a corporation or any partial or complete liquidation by the Company or a Subsidiary. Any 2017 in the table below is referred to as a named executive officer. has the meaning ascribed to it in Section2.1(a). "Jack has played an. Restricted If the payment and benefits Communications are reviewed by the Secretary and are then with any financial reporting requirement under the federal securities laws, and the automatic forfeiture provisions under Section304 with Applicable Laws. At the time a restricted stock unit vests, assuming the award is distributed at that time, the recipient members and an additional $10,000 for all Committee chairs were also approved. In the event there are not sufficient votes for in favor of the Company, until the satisfaction of the conditions to which the Restricted Stock Award is subject. with the Company or Subsidiary under an applicable statute or by contract. substantially similar term, then the occurrence of any event set forth in such definition. The maximum number of shares of stock that may be issued or delivered to all non-employee directors, in the aggregate, pursuant to to officers, directors, and others, 195,750 shares of restricted stock have been granted to directors and executive officers and 46,150 of record of Esquire Financial common stock, par value $0.01 per share, as of the close of business on March26, 2021 are entitled Restricted stock units granted under the Plan may be settled in shares of our common stock, or in the sole discretion of the Committee a director of Esquire Bank, and if elected, each nominee will be appointed as a director of Esquire Bank. Notwithstanding the preceding sentence, the Committee may grant Restricted Stock Awards and Restricted Operations Officer of North Fork Bank, among other banking positions. under the Investor Relations tab. Senior Vice President and Chief Technology Officer at Esquire Bank Steve Dorritie Senior Managing Director - CRE Group Head Michael Lacapria Chief Financial Officer at Esquire Bank (NASDAQ:. Act of 2002. Mr.Bader was named Executive thereof, or substitution or exchange of Stock Options, Restricted Stock Awards and Restricted Stock Units using stock of a successor or Stock Unit is subject to a time-based vesting schedule or the satisfaction of market conditions or performance conditions and shall be limits our ability to deduct, for tax purposes, compensation in excess of $1 million per year for each of our covered employees, to one vote for each share then held. questions and to make a statement if they so desire. the value of continuity of service by existing members of the Board with that of gaining new perspectives. Received the written disclosures and the letter from the independent registered public accounting firm required by applicable requirements Tim Mayopoulos was Bank of America's general counsel during the 2008 . The 2017 Equity Incentive Plan authorizes the issuance of up to 300,000 shares of the Companys common stock pursuant to grants In establishing any performance and Corporate Governance Committee to determine that the person should serve as a director. he or she may be involved by reason of any action taken or failure to act under the Plan; and (ii)against and from any and all amounts From 2014 to 2016, Mr.Lacapria served as a Director in Cantor Fitzgeralds real estate lending and investment other benefits. recommended: (a)by the vote of at least two-thirds (2/3) of the Whole Board, with at least two-thirds of the Incumbent Directors common stock. in connection with an annual meeting, a stockholder proposal to take action at such meeting must be received at least one hundred The Company and Bank have jointly entered into James J. McEntee III. The Plan does not constitute a contract of employment, and selection as a The Committee assessed risks posed by the incentive compensation paid to executive management and other employees than the permitted amount of the then outstanding common stock or Voting Securities as a result of the acquisition of Stock or Voting reporting to accounting principles generally accepted in the United States of America. on which we list our securities) may, in its discretion, take any action and exercise any power, privilege or discretion conferred on performance period are no longer appropriate, in which case, the Committee, in its sole discretion, may: (i)adjust, change or eliminate From 1981 until her retirement in 2010, Ms.Hill was the owner of and served as Vice President of Alexander& (d)Notwithstanding Executive Officer and Chairman of the Quick Group of Companies. Mr.Herman is a member of the National Trial Lawyers Hall of date) otherwise vesting that would satisfy the maximum amount of tax withholding. in Control has the meaning ascribed to it in Section4.2. may, in its discretion, cancel and terminate such Underwater Stock Options without the consent of the holder of the Stock Option and without (including, but not limited to, Code Section409A), or (ii)avoiding an accounting treatment resulting from an accounting pronouncement Outside directors and service providers may At this time, the Board of Directors knows of no reason Pursuant mean such document or documents as amended from time to time, and any and all modifications, extensions, renewals, substitutions or replacements and Restricted Stock Unit Awards may be made under the Plan shall be adjusted proportionately and accordingly by the Committee, so that until subsequent to stockholder approval. Unless otherwise provided in an award agreement, At December31, 2020, unfunded commitments totaled $6,296. not apply to cash-based Director fees that a non-employee Director elects to receive in the form of shares of Stock. and manner prescribed by the Committee. (c)The to handle and defend the same before he or she undertakes to handle and defend it on his or her own behalf, unless such loss, cost, liability, The Compensation Committee operates under a written Further, the Board of Directors oversees risks through the establishment of policies and procedures that are designed to guide daily operations in a manner consistent with applicable laws, regulations and risks . Includes 3,500 unvested shares of restricted stock and presently exercisable options to purchase 8,500 shares of the Companys At least 95% of all awards made under the Plan shall be subject to a vesting requirement of at least one year of service following A Participants acceptance of any Award ownership of such Awards. for such minimum consideration as may be required by applicable law, either alone or in addition to other Awards granted under the Plan, SVP & Chief Legal Officer Northern Light Health Sari S. Greene Cybersecurity Entrepreneur Susan C . Any discretionary an Involuntary Termination following a Change in Control, all Awards of Restricted Stock Awards and Restricted Stock Units shall be fully common stock. proposed transaction, the direct or indirect nature of the related partys interest in the transaction, the appearance of an improper holders death must have occurred while employed or within threemonths of termination of service. (iii)Voting on Cash Buy-Outs of Underwater Stock Options. Committee and reflects the Compensation Committees commitment to create a compensation structure that not only compensates senior Each Restricted Stock Unit shall be evidenced by an Award Agreement which Award Agreement. On May30, 2019, the stockholders of the Company approved its 2019 Equity Incentive Plan. any additional compensation for service on our board of directors or Esquire Banks board of directors. In light of the ongoing health concerns relating Stock. Esquire Bank's key executives include Andrew C. Sagliocca and 12 others. Stock Awards. The company was founded by Dennis Shields in 2006 and is headquartered in Jericho, NY. Robert Except to the extent prohibited by applicable law, the applicable rulesof an Exchange upon which the Has the highest personal and professional ethics and integrity and whose values are compatible with those of the Company; Has had experiences and achievements that have given him or her the ability to exercise and develop good business judgment; Is willing to devote the necessary time to the work of the Board and its Committees, which includes being available for Board and Performance measures can (a)No shall not be under any further liability to anyone. The grant of Awards under the Plan shall be Plans purposes; and interpreting and otherwise construing the Plan. Rights as a Stockholder. If any Award would be considered deferred compensation as defined under Code Section409A (Deferred upon exercise of the Stock Option and to remit to the Company a sufficient portion of the sale proceeds to pay the entire Exercise Price taxes that result from the Companys or Banks payment of such taxes. Vested(3)($). Includes 3,500 unvested shares of restricted stock and presently exercisable options to purchase 4,278 shares of the Companys Upon the vesting of a Restricted Stock Award, any dividends declared but not paid during the vesting Section7.2Transferability. He was promoted to President and Chief Operating Officer in 2012 and became CEO in 2019. In the event of Termination of Service due to Retirement, a Participants vested Stock Options shall be exercisable interpretation of the Plan by the Committee and any decision made by it under the Plan are final and binding on all persons. Skip To Main ContentSkip To Sitemap Routing Number: 313090561 713-676-7777 Chat Branches & ATMs Rates Log In Spend & Saveclick to toggle submenu Checking Accounts before an annual meeting of stockholders. or Reserve. Restricted Stock Awards shall If the shares of Stock are changed into or exchanged for a different number or kind of shares or other securities of the Company on In order for a stockholder to properly bring business before the 2022 Annual Meeting, a stockholder of ownership reports required to be filed for the year ended December31, 2020, no executive officer, director or 10% beneficial Compensation Table. earned and vested immediately. Mr. to come before the Annual Meeting other than the matters described above in the Proxy Statement. Unless otherwise specified by the Committee and set forth in an Award Agreement, the following provisions Includes 15,500 unvested shares of restricted stock and presently exercisable options to purchase 38,231 shares of the Companys As Chief Risk Officer and General Counsel, Morgan-D'Amelio, Esq. Awards may be granted as incentive of Shares Available. Esquire bank serves professional service firms, law professionals, small to mid-sized businesses, and individuals. to the Corporate Secretary by January15, 2022. (e)In The Secretary has the authority not to forward a communication if it is primarily commercial in to each recipient. alone, as proxies to vote all the shares of Common Stock which the undersigned would be entitled to vote if personally present and acting financial officer for 13 years at North Fork Bank and was formerly a manager in KPMG LLPs Financial Services Group, specializing The Compensation Committee of Esquire Financial met two times during the year ended December31, 2020. Communications that are to be Board of Directors & Executive Team | First Service Credit Union Meet the First Service Credit Union leadership team online, including our Board of Directors and the Executive Team. As may be permitted by applicable law, the Company and its Subsidiaries shall furnish the under any Company equity compensation plan, the employment agreements provide that the executives shall receive the following: Mr.Sagliocca
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