amount equal to the lesser of (i)the excess of the fair market value of the shares on the date of exercise over the exercise price,
termination may adversely impair the rights of an outstanding award without the participants (or affected beneficiarys)
means the United States Securities and Exchange Commission. full fair market value of the restricted stock award (or portion of the award subject to such election) in taxable income in the year
Participants have no voting rights with respect to any restricted stock units granted under the Plan. common stock. Audit
the operation of this sentence) as a result of the acquisition of Stock or Voting Securities by the Company, and after such share acquisition
share of Stock to the Participant after payment of the exercise price and any applicable minimum tax withholding requirements. Except to the extent prohibited under Code Section409A, if applicable, the Committee
INTERNET, BY TELEPHONE OR BY MAIL. Securities
Section5.5Committee
as executor, administrator, attorney, trustee or guardian, please give full. the event of the executives resignation from the Company or Bank for good reason upon (a)failure to be reappointed
obtained on exercise in payment of the Exercise Price of the Stock Option (and if applicable, tax withholding); (iv)by personal,
to a Participant (including the grant and the receipt of benefits) under the Plan shall be disregarded for purposes of determining the
Gains or losses realized by the participant upon disposition
The Board of Directors (or those members of the Board of Directors
to attract, retain and motivate an experienced, competent executive management team; to reward the executive management team for the enhancement of stockholder value based on our annual performance and the market price
Prior to this, Mr.Sagliocca served
to an Award shall be subject to reduction, cancellation, forfeiture or recoupment upon the occurrence of certain specified events, in
of Stock or make any other distribution of benefits under the Plan unless such delivery or distribution complies with all applicable laws
2017
A nomination submitted by a
Stock dividends on unvested awards will be subject to the same restrictions and will vest at the same time
time. Related Fees. Lacapria, Senior Vice President and Chief Financial Officer. Stock Units in excess of the limit described in the preceding sentence, provided, however, that any Restricted Stock Award or Restricted
A Restricted Stock Unit Award is not transferable, except
1934. Awards may be granted as incentive
which transaction applies: Per unit price or other underlying
(jj)Stock
Stock Chairman of the Board ACNB Corporation and ACNB Bank Retired Owner & President Eicholtz Company . any combination of these or other measures. Prior to the sale to Hanover Bank, Mr. Negrin was the Chairman of the Board of Savoy Bank. subject to a time-based vesting schedule or the satisfaction of market conditions or performance conditions. are withheld to satisfy the exercise price of stock options in a net settlement, the number of shares of stock available under the Plan
The foregoing limitations shall
granted under the Plan which are outstanding immediately prior to such Change in Control shall become fully vested in the event the successor
and service providers those persons who shall receive Awards, to determine the time or times of receipt, to determine the types of Awards
within the industry. conditions and/or restrictions on any Restricted Stock Unit Award granted pursuant to the Plan as it may deem advisable including, without
consists of(i)the election of four directors, (ii)the approval of the Esquire Financial Holdings,Inc. 2021 Incentive
Director of or service provider to an acquired entity. Any discretionary
INC. INTERNET
that provides a definition of Disability or Disabled, then, for purposes of this Plan, the terms Disability
Section4.1Consequence
Mr.Kornhaber is a former trial lawyer who represented plaintiffs in personal injury, medical malpractice
in an amount for which disclosure would not be required pursuant to Item 404 of SEC Regulation S-K in accordance with the proxy solicitation
during such calendar year under such equity plans, or (ii)50% of the total number of such type of awards granted during such calendar
requirements applicable to an Award to avoid the one-year minimum vesting requirement pursuant to Section2.5 except in the
is exercised more than one year following termination of service due to disability, and in order to obtain incentive stock option treatment
The maximum number of shares of Stock that may be covered by Awards granted to all non-employee Directors, in the aggregate, is thirty
achieved at target.. An Employee who is also a Director shall not be deemed
by the issuance of shares of Stock shall be counted against the number of shares available for award under the Plan, regardless of the
Company lists its shares or the Plan, or as necessary to comply with the exemptive provisions of Rule16b-3 promulgated under the
The Committee
proxy
These equity plans are administered by the Compensation
A stock option is the right to purchase shares of common stock at a specified price for a specified period
No member of the Board of Directors of Esquire Financial or any committee thereof attended fewer
Mr.Sagliocca did not receive
or
Committee meetings; Is involved in other activities or interests that do not create a conflict with their responsibilities to the Company and its stockholders;
is three hundred thousand (400,000) shares of Stock. The table below summarizes for the years ended December31, 2020 and 2019 the total compensation
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR
determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period
of Crowe LLP to be our independent registered public accounting firm for the year ending December31, 2021, subject to the ratification
Mary Ann Gates (ne Maxwell; July 5, 1929 - June 10, 1994) was an American businesswoman, executive, civic activist, and school teacher.She was the first female president of King County's United Way, the first woman to chair the national United Way's executive committee where she served most notably with IBM's CEO, John Opel, and the first woman on the First Interstate Bank of Washington . substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in
or market upon which such shares may be listed, or holding requirements or sale restrictions placed by the Company upon vesting of such
Compensation Table. Esquire Bank Jan 2005 - Present18 years 4 months Garden City, NY President & Owner RTPowers Jan 2009 - Present14 years 4 months Long Island, New York Volunteer Experience Director Suffolk. operating income; net interest margin or net interest rate spread; stock price; assets, growth in assets, loans or deposits, asset quality
under the proxy solicitation rulesof the SEC, as amended or any successor provision thereto. Contact Information: Kurt Gonska & Ross Adair Sunshine Sachs on behalf of Esquire Bank esqbank@sunshinesachs.com management but also aligns the interests of senior management with those of our stockholders. period shall be paid within thirty (30) days following the vesting date. Prior to running his family office and Bascom Hill Partners, Mr.Deutsch spent twenty years as a trader with Goldman Sachs
the Plan, unsecured by any assets of the Company or any Subsidiary, and nothing contained in the Plan shall constitute a guarantee that
listing requirements imposed by any national securities exchange on which the Company lists or seeks to list its securities. Upon the vesting of a Restricted Stock Award, any dividends declared but not paid during the vesting
Mr.Waterhouse is Vice President and Investment Advisor of L.M. as the audit committee of the board of directors of Esquire Bank. Audit
Andy began his banking career in 1984. Company and or Esquire Bank will promptly pay or reimburse the executive for such taxes, as well as any other federal, state or local
amassed more than 35years of experience in the worldwide specialized courier industry. to Securities and Exchange Commission Regulation14A; the candidates written consent to serve as a director; and. brothers-in-law or sisters-in-law, including relationships created by adoption; (b)any natural person sharing the Participants
A proxy granted by a stockholder will give discretionary authority to the
Incentive stock options
proposed transaction, the direct or indirect nature of the related partys interest in the transaction, the appearance of an improper
For purposes
respect to Restricted Stock Awards and Restricted Stock Units, withholding a number of shares (based on the Fair Market Value on the vesting
such that it shall become a Non-Qualified Option; provided however, that any such modification shall be ineffective if it causes the Award
Fame. and other persons entitled to benefits under the Plan must furnish the Committee such evidence, data or information as the Committee considers
maximum number of shares of Stock that may be issued in conjunction with Restricted Stock Awards and Restricted Stock Units is three hundred
However, important factors considered in the selection of nominees for director include experience in positions
providers to, Esquire Financial or its subsidiaries are eligible to receive awards under the Plan, except that non-employees may not be
Companys internal controls and financial reporting process. (3)If,
amount will be a capital gain. the time of exercise. into the legal industry. The Quick Group of Companies serves as a provider of worldwide-mission-critical
the Federal Deposit Insurance Act, 12 U.S.C. identifying director nominees. of stock issued. MAIL
Committee, all of whom are Disinterested Board Members, as defined in the Plan. in control, one of the executives employment is (i)involuntarily terminated within 24months (other than for Cause),
Please
Russ
Esquire Financial Holdings, Inc. engages in the provision of banking and financial solutions. The Notice, Proxy Statement, Proxy Card and 2020 Annual Report on
Chairman of the Board of Quaint Oak Bancorp and Quaint Oak Bank since 2007 and 1984, respectively. Restricted stock units granted under the Plan may be settled in shares of our common stock, or in the sole discretion of the Committee
The Companys Bylaws require that the notice must include, among other things, the stockholders name, record address, and
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. for the Audit Committee, which is available on our website at www.esquirebank.com. Except
include service on a number of corporate boards and as CEO of Wertheim Schroder Investment Services. website. (including the Plan), and any trustee or other fiduciary holding securities under any such plan, or (3)a corporation or other entity
of
The Board of Directors has adopted, subject to
(d)Board
or vesting of shares subject to an award, the holder will realize ordinary income in an amount equal to the then fair market value of
- Sign, date and mail your proxy card in the envelope, IN
Search Show all results. loss; (ii)gains or losses on the disposition of a business; (iii)dividends declared on the Companys stock; (iv)changes
Includes 55,750 unvested shares of restricted stock and presently exercisable options to purchase 47,635 shares of the Companys
to direct the Company to satisfy up to his or her highest marginal tax rate of required federal, state and local tax withholding by, (i)with
Small business Overview Checking Cash management Loans Industry solutions Contact Us Personal Overview Checking Savings Loans Mortgage Contact Us Commercial Overview Lending Industries served Fund finance Real estate financing ON EACH MATTER BROUGHT BEFORE THE ANNUAL MEETING. The term Disinterested Board Member
of performance, or a combination of each. a Participants employment or Service with the Company as the Committee may, in its discretion, prescribe. Board of Directors (as defined in the listing rulesof the NASDAQ Stock Market) regularly meet in executive sessions. other entity) in recognition of unusual or nonrecurring events (including, without limitation, events described in the preceding sentence)
Section7.4Non-Exclusivity. In
(x)Involuntary
is not independent because he is an executive officer of Esquire Financial. (i)base salary and (ii)bonus payable under the bonus plan for the prior two full calendar years. It offers loans, deposit products, and retail and commercial banking services. and executive officers who are not directors, including the terms of office of board members. Holders
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
A PROXY MAYBE REVOKED BY FILING
period. postage prepaid (provided that international mail shall be sent via overnight or two-day delivery), or sent by facsimile, email or prepaid
APPROVAL OF THE ESQUIRE FINANCIAL HOLDINGS, INC. 2021FORAGAINSTABSTAIN, O Anthony Coelho 3. 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 . short-swing profit rulesof Section16 of the Exchange Act. order to permit the further solicitation of proxies. provisions of a Performance Award (including without limitation any applicable performance measures) need not be the same with respect
. With, e-Consent,
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. Mrs. Sabanc Diner is also a board member of Sabanc Holding and a member of the Board of Trustees of Sabanc University and the Sabanc Foundation. of the exercise price and any applicable tax withholding requirements shall be made by a net settlement of the Stock Option whereby the
than the permitted amount of the then outstanding common stock or Voting Securities as a result of the acquisition of Stock or Voting
the event that an Award constitutes Deferred Compensation, and the settlement of, or distribution of benefits under, such Award is to
Source: FactSet, Indexes: Index quotes may be real-time or delayed as per exchange requirements; refer to time stamps for information on any delays. The following table sets forth information regarding compensation plans under which equity securities of the Company are authorized
ownership. until the value of the restricted stock unit is distributed. EACH STOCKHOLDER IS REQUESTED TO VOTE THEIR PROXY
Mr.Sagliocca (200% in the case of Messrs.Bader and Kornhaber) over the five most recently completed calendar years. is approved by the Board, whichever is earlier; or (ii) to a non-employee. is a founding organizer of Esquire Bank. of the Company representing twenty five percent (25%) or more of the combined voting power of the Companys then outstanding Voting
persons who are not then subject to Section16 of the Exchange Act; or (b)delegating to a committee of one or more members
Every Award under the Plan shall require a written
a description of all arrangements or understandings between such stockholder and the nominee. Outside directors and service providers may
These references are not intended to, and do not, incorporate the contents
In addition, each executive would be entitled to continue to receive
as the underlying share from which the dividend was derived. The Compensation Committee operates under a written
of the engagement by our stockholders. may, at any time prior to the consummation of such merger, consolidation or other business reorganization, direct that all, but not less
The Board of Directors satisfies this responsibility
later than December17, 2021. 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
(nn)Voting
the election of four directors to serve for a term of three years; the approval of the Esquire Financial Holdings,Inc. 2021 Equity Incentive Plan; the ratification of the appointment of Crowe LLP as our independent registered public accounting firm for the year ending December31,
Mr.Sagliocca has served as President and Chief Executive
awards and restricted stockunits will become fully vested at the date of termination of service. As of April1, 2021, options to purchase 96,750 shares of common stock have been granted (and are
than all, outstanding Stock Options be canceled as of the effective date of such merger, consolidation or other business reorganization
Section5.2Powers
At this time, the Board of Directors knows of no reason
or circumstances render current performance measures to be unsuitable, the Committee may modify such performance measures, in whole or
If the foregoing holding period
shares) acquired upon exercise of the stock option and to remit to Esquire Financial a sufficient portion of the sale proceeds to pay
Section4.2Definition
The Audit Committee may delegate pre-approval authority to one or more members
Mr.Grossman currently serves on
The total number of shares that may be acquired upon the exercise of a Stock Option shall be rounded down to the nearest whole share,
Mr.Coelho has served as Chair of the Advisory Board for Bender Consulting Services since 2002
Stock Unit is subject to a time-based vesting schedule or the satisfaction of market conditions or performance conditions and shall be
This proxy when
addressed below), such awards will vest immediately upon the effective time of the Change in Control. The Compensation Committee is responsible for establishing
provided, however, that, no amendment may (a)materially increase the benefits accruing to Participants under the Plan; (b)materially
Since 2012, Mr.Deutsch has managed his
(b)Directors. of Restricted Stock. Source: Kantar Media. The payment of the Exercise Price of a Stock Option shall be by cash or,
The Compensation Committee may not grant a stock option with a term that is longer than 10 years. Mr.Mitzman
It is intended that the proxies solicited
exercised more than three months following involuntary termination. Deduction
in banking transactions in the ordinary course of business with directors, officers, principal stockholders and their associates and/or
A Performance Award means an Award under Sections 2.2, 2.3 or 2.4 that vests upon the achievement of one or
similar transaction. under the ticker ESQ, led by a seasoned board of directors and management team with a history of strong growth and success. In order for the Corporate Governance
with Treasury Regulation Section1.409A-1(h)(1). Section1.4Definitions. Section2.5Vesting
Mr.Sagliocca has over 30 years of experience in the financial services industry. Stock Units. next to each nominee you wish to withhold, as shown here: MARK X HERE IF YOU PLAN TO ATTEND THE MEETING. 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
the Company is required to prepare an accounting restatement due to the material noncompliance of the Company, as a result of misconduct,
On behalf of the Board of Directors, we urge you
The cost of solicitation of proxies will be borne
a financial services company, from 1969 to 1988.
of this Plan only if the non-employee Director has terminated Service on the Board(s)of Directors of the Company and any Subsidiary
Corporation International. If the date of the Annual Meeting is changed by more than 30 days from the anniversary of the previous
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