Act of 2002. Gains or losses realized by the participant upon disposition of such shares will be treated as capital gains and losses,
No member of the Compensation Committee is a current or former officer
stock units (including performance awards denominated as restricted stock or restricted stock units) is 300,000 shares. non-solicitation and confidentiality), and other provisions of such Awards, to cancel or suspend Awards (subject to the restrictions imposed
($). for Annual Meeting of Stockholders on May 27, 2021 Solicited on Behalf of the Board of Directors, The
which transaction applies: Per unit price or other underlying
In accordance with Rule13d-3 under the Securities Exchange Act of 1934, a person is deemed to be the beneficial owner for purposes
Award, or Restricted Stock Unit, shares of Stock covered by an Award shall only be counted as used to the extent they are actually issued. the case of delivery by overnight service with guaranteed next day delivery, the next day or the day designated for delivery; (b)in
Your vote is important, regardless of the number of
termination, and may be exercised only for a period of threemonths following termination, and (ii)any restricted stock awards
proposal must be received at the Companys executive offices, 100 Jericho Quadrangle, Suite100, Jericho, New York 11753, no
the time of exercise. for a period of eighteen (18)months (the COBRA period) continuing medical and dental insurance coverage provided to
To the fullest extent permitted by law and the Companys governing documents, each person who is or shall have been a member of
When signing
common stock. Annual Report on Form10-K for the year ended December31, 2020 for filing with the Securities and Exchange Commission. of the Plan, which is qualified in its entirety by reference to the provisions of the Plan, attached hereto as Appendix A. outstanding shares of common stock. As of April1,
Service means service as an Employee, consultant or non-employee Director of the Company or a Subsidiary, as the
The Plan will be administered by the Compensation
Michael D. Peduzzi Richard L. Greslick Jr. Joel E. Peterson Deborah Dick Pontzer Jeffrey S. Powell Nicholas N. Scott Richard B. Seager III Francis X. Straub III Peter C. Varischetti Julie M. Young Michael Obi sub-section, to the extent applicable, an Employees leave of absence shall be interpreted by the Committee in a manner consistent
The Committee may specify in an Award Agreement that the Participants rights, payments, and benefits with respect
Notwithstanding the preceding sentence, the Committee may grant Restricted Stock Awards and Restricted
undersigned hereby appoints Andrew C. Sagliocca and Eric S. Bader, and each of them, with full power of substitution and power to act
to Conform to Law and Accounting Changes. of the Sarbanes-Oxley Act of 2002 apply as a result, any Participant who was an executive officer of the Company at the time of grant
Read more. Section1.4Definitions. Advice. with the Company or Subsidiary under an applicable statute or by contract. MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HEREx, 1. shares, or are exchanged with the Committees permission, prior to the issuance of shares, for Awards not involving shares of Stock,
Companys goal is to have a Board of Directors whose members have diverse professional backgrounds and have demonstrated professional
without regard to broker non-votes or proxies marked ABSTAIN. The ratification of the appointment of Crowe LLP as independent
ability to commit adequate time and effort to serve as a director. Amendments to and waivers from the Code of Ethics will also be disclosed on Esquires
own any securities beneficially owned by any other such Director or officer (or any affiliate thereof); or, (b)the
may, in its discretion, cancel and terminate such Underwater Stock Options without the consent of the holder of the Stock Option and without
Proxy Statement Pursuant to Section14(a)of, the Securities Exchange Act of 1934 (Amendment
plan of reorganization, merger, consolidation or similar transaction involving the Company and one or more other corporations or entities
The agreements permit the Company or Bank to terminate
Chief Financial Officer of the Company and Esquire Bank since December2018. event of a Change in Control as provided in Section4.1 of the Plan and in the event of termination due to death or Disability. conditions and/or restrictions on any Restricted Stock Unit Award granted pursuant to the Plan as it may deem advisable including, without
of Independent Registered Public Accounting Firm. IMPORTANT NOTICE REGARDING THE AVAILABILITY
however, that in no event shall any such communications be deemed to be given later than the date they are actually received,
or directors to whom it is addressed. material diminution in Participants base salary or base compensation; (ii)a material
elected to serve for a three-year period and until their respective successors shall have been elected and shall qualify. Associates, a banking and financial services consultant firm and he is recognized as an expert witness for banking technology patent infringement. who is not required to have taxes withheld may require the Company to withhold in accordance with the preceding sentence as to the Award
shall have discretion to determine if a termination due to Disability has occurred. Officer and to the Corporate Secretary, unless otherwise provided in the Participants Award Agreement. Prior to vesting, recipients of a restricted stock award are entitled to vote the shares of restricted stock during the restricted
Methodology. Also, if an acquiring corporation fails to assume awards granted under the Plan (other than performance-based awards,
The Corporate Governance and Nominating Committee does not have a formal policy with regard to the consideration of diversity in
of Stockholders of Esquire Financial Holdings,Inc. will be held at the executive offices of Esquire Financial Holdings,Inc.,
Annual retainer fees of $25,000 for all board
an original of the applicable receipt, registration or confirmation from the applicable delivery service. limitations in the Plan as set forth in the Plan and discussed above.
Mr.Zises is a retired investor. of such shares will be treated as capital gains and losses, with the basis in such shares equal to the fair market value of the shares
As more fully described in the Audit Committee Charter,
Lawyers of America, Civil Justice Foundation, Roscoe Pound Foundation and the American Association of Justice. the Plan, unsecured by any assets of the Company or any Subsidiary, and nothing contained in the Plan shall constitute a guarantee that
Any amendment by the Committee to the Plan or an Award Agreement pursuant to this Sectionshall maintain, to the extent practicable,
Meet our leadership and boards of directors Pursuit Administrative Team Chris Levy President and Chief Executive Officer Rich Amsterdam Executive Vice President, Chief Credit Officer Owen Burns Executive Vice President, Chief Financial Officer Steve Cohen Executive Vice President, President of Pursuit Community Finance Jim Conroy number of stocks owned, describe briefly the proposed business, the reasons for bringing the business before the annual meeting, and any
(ll)
Shane Fitzsimons. No member of the Board of Directors of Esquire Financial or any committee thereof attended fewer
as Esquires Chief Financial Officer when he joined in February2007. Accordingly, to the extent (i)a stock option is exercised by using an actual or constructive exchange of shares of stock to pay
Stock shall be given by proxy or ballot (if the Participant is the beneficial owner of the shares of Restricted Stock for voting purposes)
only upon delivery to the Company of an undertaking by or on behalf of such persons to repay all amounts so advanced if it shall ultimately
unexpired term of the Stock Option, if less, provided, however, in order to obtain ISO treatment for Stock Options exercised by heirs
but not limited to, a Change in Control) in which the Company is not the surviving entity, unless otherwise set forth in the agreement
an Exercise Price established by the Committee. Stock Award is forfeited. sign exactly as your name or names appear on this Proxy. to be brought before the annual meeting of stockholders to be held following the year ending December31, 2021, notice must be provided
approved by the Companys stockholders, neither the Committee nor the Board shall have the right or authority to make any adjustment
Change value during the period between open outcry settle and the commencement of the next day's trading is calculated as the difference between the last trade and the prior day's settle. shall be defined in accordance with the Banks long-term disability plan. Association of Justice. The Esquire Bank 2007 Stock Option Plan has expired;
or
the exercise of stock options, or grants of restricted stock or restricted stock units shall be 30% of the shares available for awards
of determining the participants alternative minimum tax liability for the year of disposition of the shares acquired pursuant to
In the event Restricted Stock is
(s)Exercise
in Advance Notice of Business to be Conducted at an Annual Meeting.. The Plan shall be administered by the Compensation Committee of the Companys Board of Directors (the Committee),
meeting. by will or by the laws of descent and distribution; (ii)to a trust established by the Participant, if under Code Section671
election or other offer made to, or elections made by, the holders of shares of Stock. death or can be expected to last for a continuous period of not less than twelve (12) months; or (ii)is, by reason of any medically
(iv)Dividends. Mr. Bader owns over 1,000 units of Esquire Inc stock worth over $74,410 and over the last 6 years he sold ESQ stock worth over $0. of grant at the grant date fair market value. Fame. feature, providing for an acceleration of vesting only upon an Involuntary Termination of employment simultaneous with or following a
Has the capacity and desire to represent the balanced, best interests of the stockholders of the Company as a group, and not primarily
to which the Awards substantial risk of forfeiture lapsed. If the amount realized at the time of disposition is less than the exercise price, the participant will
identifying director nominees. rendered for tax preparation, tax consultation and tax compliance during the years ended December31, 2020 and 2019, respectively. We
Unless the Committee determines otherwise with respect to any Restricted Stock Award and specifies such determination in the
of rights and benefits available under an Award and, in so doing, may make distinctions based upon, among other things, the cause of Termination
Unexercised
bonuses awarded to the senior officers. are elected by a plurality of votes cast, without regard to either broker non-votes or proxies as to which authority to vote for the nominees
of Stock Options. Esquire Bank Executive branch is the only office of the bank and has been serving the financial needs of their customers in Jericho, Nassau county, New York for over 16 years. of the Award affected thereby, which in the sole discretion of the Committee, may materially and adversely affect the financial condition
To withhold authority to vote for any individual nominee(s), mark FOR ALL EXCEPT and fill in the circle
in tax or accounting principles, regulations or laws; or (v)expenses incurred in connection with a merger, branch acquisition or
If
22,000, 11,000, 45,731, 10,500, 42,231, 4,778, 8,000, and 37,681 outstanding stock options, respectively. In the absence of such a definition, Disability
otherwise determined by the Committee, all accounting terms not specifically defined herein shall be construed in accordance with GAAP. 6.7% of our total equity. to officers, directors, and others, 195,750 shares of restricted stock have been granted to directors and executive officers and 46,150
card available when you access the web page. persons. Option means the right to purchase shares of Stock that is either (i)granted to a Participant who is not an Employee,
functions of the agency, authority or instrumentality; (e)Indications
of stock issued. questions and to make a statement if they so desire. Succeed Boldly | At Esquire Bank, we redefine relationship banking with a high-tech, high-touch approach to every client. members and an additional $10,000 for all Committee chairs were also approved. mean such document or documents as amended from time to time, and any and all modifications, extensions, renewals, substitutions or replacements
has been a member of the Esquire Bank board of directors since 2007 and provides the Board with extensive executive experience as a Chief
the foregoing, the Board may, without stockholder approval, amend the Plan at any time, retroactively or otherwise, to ensure that the
Plan. Michael
to any award, in its discretion. Notwithstanding the foregoing, the Committee will not have the authority or discretion to accelerate the vesting
Stock Units. Section422 of the Code. by Committee. The Compensation Committee determines the bonus amount awarded to the President and Chief Executive Officer and reviews and approves the
Mr.Zises is a founding organizer of Esquire Bank. Fees
(ff)Retirement
shall be reduced by the gross number of stock options or stock awards exercised or shares vested rather than by the net number of shares
The Board of Directors has determined that the matters to be considered at the Annual Meeting are in the
other eligible documents online, while reducing costs, clutter, and
Mr.Sagliocca (200% in the case of Messrs.Bader and Kornhaber) over the five most recently completed calendar years. The annual retainer fees for the board members, aside from
A Restricted Stock Unit Award shall be similar to a Restricted Stock Award except that no shares of Stock are actually awarded
Subject to the provisions of Section2.6, an Award may be granted as an alternative to or replacement (subject
Earned
Section5.3Delegation
The Nominating and Corporate Governance Committee of the Board of Directors has nominated the following persons to serve as directors
ending December31, 2021. as the audit committee of the board of directors of Esquire Bank. that provided litigation financing to lawyers, law firms and their clients. (3)If,
proxy
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
The
with the Company or Esquire Bank, and further will not disclose confidential information or disparage the Company or Bank. Regardless of whether an Award is subject to the attainment of one or more performance measures, the Committee
promises under the employment agreements, each executive agrees that in the event of his termination under the employment agreement, other
Jeff currently serves on the board of the Oregon Bankers Association and Pacific Coast . The
For more. the full Board of Directors has retained responsibility for general oversight of risks. Upon the vesting of a Restricted Stock Award, any dividends declared but not paid during the vesting
On August26, 2015, the stockholders of the Company approved an amendment
Signature
These amounts represent restricted stock awards granted to the named executive officers in December2020 and December2019. and is not engaged in a business relationship, for which disclosure would be required pursuant to Item 404(a)of SEC Regulation S-K
Enroll today via www.astfinancial.com to enjoy. audit-related services, tax services and other services. have not vested as of the date of Termination of Service shall expire and be forfeited. The purpose of this Esquire Financial Holdings,Inc. 2021 Equity Incentive Plan (the Plan)
Section6.1General. Data may be intentionally delayed pursuant to supplier requirements.
equal to no less than 50% of the total number of such awards granted to the Chief Executive Officer. Stock Chairman of the Board ACNB Corporation and ACNB Bank Retired Owner & President Eicholtz Company . Director Since 2006. Section7.2Transferability. Section2.7Prohibition
Incumbent Directors cease, for any reason, to constitute a majority of the Whole Board; or, (c)a
Any Award under the Plan may be granted singularly, or in combination with another Award (or Awards). under the Plan constitutes acknowledgement and consent to such rights of the Committee, without further consideration or action. or termination of service following a change in control may cause part or all of the consideration involved to be treated as an excess
Stock Ownership of Certain Beneficial Owners and Management. All unvested dividends shall be forfeited by a Participant to the extent the underlying Restricted
tax purposes. APPROVAL OF THE ESQUIRE FINANCIAL HOLDINGS, INC. 2021FORAGAINSTABSTAIN, O Anthony Coelho 3. stock exchange on which our common stock is traded. established by the Committee. as three (3)shares for every one (1)share so granted. Why We Are Seeking Approval of the 2021 Equity Incentive Plan, Highlights of the 2021 Equity Incentive Plan, Material Features of the 2021 Equity Incentive Plan. The Board of Directors of the New York State Trial Lawyers Association, The Executive Committee of the Association of Trial Lawyers of
Nothing in this
The maximum number of shares of stock that may be issued or delivered to all non-employee directors, in the aggregate, pursuant to
The Effective Date of the Plan is May27, 2021, which is the expected date of the approval
joint venture in which the Company and/or other Subsidiary owns more than fifty percent (50%) of the capital or profits interests. to take further actions to limit attendance at the Annual Meeting if required by appropriate governmental orders and as developments occur. Notice is hereby given that the Annual Meeting
equal to the amount of dividends paid on a share of the Companys Stock, as specified in the Award Agreement. as a result of a sale or other transaction, the Subsidiary for whom Participant is employed (or to whom the Participant is providing services)
contribute to such success and to further align their interests with those of the Companys stockholders through the ownership of
Section7.11Indemnification. Contractual Right to Employment or Future Awards. certified or cashiers check; (v)by other property deemed acceptable by the Committee; or (vi)by any combination thereof. previously served as First Vice President of Operations& Product Development of Waterhouse National Bank. service and only for a period of three months following termination, and (ii)any restricted stock awards and other awards that have
For these purposes, a leave of absence constitutes a bona fide
Section4.1Consequence
The estimated Net Worth of Eric S Bader is at least $1.26 Million dollars as of 15 May 2020. (a)General. The Committees administration of the Plan shall be subject to the following: (a)The
Section7.5Award
(1)The
a Participants employment or Service with the Company, as the Committee shall determine. Esquire Bank Location 100 Jericho Quadrangle Ste 100, Jericho, New York, 11753, United States Description Board of Directors. The shares of Stock with respect to which Awards may be made under the Plan shall be shares currently authorized
The independent registered public accounting firm is responsible for
and exercise any power, privilege or discretion conferred on the Committee under the Plan with the same force and effect under the Plan
by any other employees. In order to approve the Plan, the proposal must
disclosure if an executive officer, director or 10% beneficial owner fails to file these reports on a timely basis. Stock Option is exercised more than three months following Termination of Service due to Retirement and any Stock Option, Restricted Stock
ADVANCE NOTICE OF BUSINESS TO BE CONDUCTED AT
Mr.Saglioccas
Securities
Board of directors Chairman. Skip to content Home About About ULMS Get Started Our Leadership Board Of Directors Annual Reports Sponsors & Funders National Urban League (2)The
A Participant shall have no voting rights with respect to any Restricted Stock Units granted hereunder. Performance measures may be based on the performance
Awards granted under the 2021 Equity Incentive
number of securities that may be issued under the Plan (other than as provided in the Plan), materially increase the benefits accruing
In addition to solicitations by mail, directors, officers
The Compensation Committee is responsible for establishing
level, charge offs, loan reserves, non-performing assets, loans, deposits, growth of loans, loan production volume, non-performing loans,
to average assets ratio; cash general and administrative expense to average assets ratio; efficiency ratio; cash efficiency ratio; financial
(b)No
The letter should indicate that the sender is a stockholder and if shares
the Compensation Committee under the Plan as if done or exercised by the Compensation Committee. Except as otherwise so provided by the Committee,ISOs under the Plan are not transferable except (i)as designated by the Participant
Reviewed and discussed with management our audited consolidated financial statements for the year ended December31, 2020; Discussed with the independent registered public accounting firm the matters required to be discussed by Auditing Standard No. of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into
restrictions set forth in the Plan or the award agreement. She is currently a member of the boards of directors of the Carlyle Group and Echo360. He has over 36 years of banking and financial services industry experience and specializes in the Compliance, Audit & Risk fields. During the Annual Meeting we will also report on the operations of Esquire Financial
Board Member means a member of the Board who: (a)is not a current Employee of the Company or a Subsidiary, (b)does
and manner prescribed by the Committee. For purposes of the Plan, unless otherwise provided in an Award Agreement, a Change in Control
listing standards, those members of the Board who are independent directors under the corporate governance statutes or rulesof
and twenty (120) days prior to the date of the proxy statement released to stockholders in connection with the previous years annual
any Subsidiary. measures, as selected by the Compensation Committee: book value or tangible book value per share; basic earnings per share (e.g., earnings
stock option, then, upon disposition of such shares, any amount realized in excess of the exercise price will be taxed as a capital gain. the assets of the Company or any Subsidiary shall be sufficient to pay any benefits to any person. ownership. 2007
complete, sign, date and return the proxy card in the postage-paid envelope provided so that your shares will be represented at the Annual
Ertel, who joined the bank in 1989, focused on securities for three decades, serving for nearly 25 years as a Senior Trader and Execution Officer in the Global Markets department. (a)
To the extent that the Plan provides for the issuance of shares of Stock, the issuance may be made on a non-certificated basis, to
independent compensation consulting firm, and from other sources, to determine how executive compensation levels compare to those companies
by them in sending proxy materials to the beneficial owners of common stock. Proxies may be revoked by sending written notice
extensions, in which event the agreement shall expire at the end of 36months (24months with respect to Mr.Baders
or scan the QR code with your smartphone. The Compensation Committee has full and exclusive power within the limitations set forth in the plans
Mr.Kornhaber was named Executive Vice
receive the affirmative vote of a majority of the votes cast at the Annual Meeting. Change value during other periods is calculated as the difference between the last trade and the most recent settle. the Federal Deposit Insurance Act, 12 U.S.C. as an audit committee financial expert as defined under applicable Securities and Exchange Commission rules. breach of trust; (b)violation of securities or commodities laws or regulations; (c)violation of depository institution laws
Lucy Fato. Of this number, the maximum number of shares that may be issued as restricted stock and restricted
rights of any Participant or beneficiary under any Award granted under the Plan prior to the date such amendment is adopted by the Board;
of the Plan by the Companys stockholders. A capital loss will be recognized to the extent that the amount realized is less than the exercise price. may cause the Award to violate Code Section409A, may cause the repricing of a Stock Option, or, in the absence of written consent
from time to time, whether pursuant to the Dodd-Frank Act or otherwise. Dividend Equivalent Rights may be paid on Restricted Stock Units at the same time as specified in Section2.3(b)(i)of the Plan. The Committee shall determine whether cash or other property shall be issued or paid in lieu of fractional
PLEASE
Termination means the Termination of Service by the Company or Subsidiary other than a termination for Cause, or termination
He has served as lead counsel in trials, arbitration proceedings and appeals. Contact Information: Kurt Gonska & Ross Adair Sunshine Sachs on behalf of Esquire Bank esqbank@sunshinesachs.com to an Award shall be subject to reduction, cancellation, forfeiture or recoupment upon the occurrence of certain specified events, in
to a different business unit during a performance period, the Committee may determine that the selected performance measures or applicable
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