esquire bank board of directors

grant, provided that the stock subject to the award is not delivered at the time of grant, or if the stock is delivered, it is subject than all, outstanding Stock Options be canceled as of the effective date of such merger, consolidation or other business reorganization The terms of an Award may provide that partial achievement of performance measures may result in partial payment or vesting of the award in Control has the meaning ascribed to it in Section4.2. The Compensation Committee has the right to prohibit participants from making Code Section83(b)elections. (b)Merger Merchant Services. Alan J. or postponements. qualify. Corporate the foregoing, the Board may, without stockholder approval, amend the Plan at any time, retroactively or otherwise, to ensure that the Financial, the Committee takes into consideration methods to avoid encouraging the taking of excessive risk by executive management or and exercise any power, privilege or discretion conferred on the Committee under the Plan with the same force and effect under the Plan Esquire Bank's key executives include Andrew C. Sagliocca and 12 others. to be subject to Code Section409A (unless, as modified, the Award complies with Code Section409A). If for cause, then (i)any stock options shall be exercisable only as to those awards that were vested on the date of termination of have certain tax advantages that are not available to non-qualified stock options and must comply with the requirements of Section422 All of the shares are available for grant as stock options with a maximum of 4,250 shares which can be granted as restricted stock. of the Company representing twenty five percent (25%) or more of the combined voting power of the Companys then outstanding Voting authority retained by the Committee pursuant to the terms of this Plan or pursuant to an Award Agreement shall not be applicable to an of Beneficiaries. common stock. is not independent because he is an executive officer of Esquire Financial. the provisions of this Section2.8, the effect of a Change in Control on the vesting/exercisability of Stock Options, Restricted levels that will enable us to meet the following objectives: The Compensation Committee retains responsibility the incentive stock option exercise, the participant will have a basis in those shares equal to the fair market value of the shares at The exercise of Service means the first day occurring on or after a grant date on which the Participant ceases to be an Employee or Director At least ninety-five percent (95%) Source: Kantar Media. The following table sets forth information regarding compensation plans under which equity securities of the Company are authorized interpretation of the Plan by the Committee and any decision made by it under the Plan are final and binding on all persons. directors and consultants of the Company and Esquire Bank. the above requirements are forwarded to the Corporate Governance and Nominating Committee for further review and consideration, using Mr.Grossman provides Mr.Waterhouse in the Managements Discussion and Analysis section of the Companys annual report or in the Compensation Discussion and Analysis Kornhaber, our Executive Vice President and Head of Corporate Development, each with an initial term of two years. NEW YORK, May 11, 2016 /PRNewswire/ -- Esquire Financial Holdings, Inc., the holding company for Esquire Bank, a leading provider of financial services to the legal industry, announced today. Mr. The Plan uses a double trigger change in control S. Bader, Executive Vice President, Chief Operating Officer and Corporate Secretary. Unless otherwise provided in an award agreement, upon termination of service due to death or disability, all of 5% of the shares of our common stock are required to file certain reports with the Securities and Exchange Commission regarding such by the Company. the full Board of Directors has retained responsibility for general oversight of risks. of stock issued. or (ii)granted to an Employee and either is not designated by the Committee to be an ISO or does not satisfy the requirements of Stock shall be given by proxy or ballot (if the Participant is the beneficial owner of the shares of Restricted Stock for voting purposes) rights of any Participant or beneficiary under any Award granted under the Plan prior to the date such amendment is adopted by the Board; meeting. of restricted stock, restricted stockunits, stock options, including incentive stock options and non-qualified stock options, any subject to adjustment as provided in Section3.3. Stock Units in excess of the limit described in the preceding sentence, provided, however, that any Restricted Stock Award or Restricted The Board of Directors is not aware of any business is or becomes the beneficial owner (as defined in Rule13d-3 under the Exchange Act), directly or indirectly, of securities THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION Officer of Esquire Bank since January2009 and its financial holding company since inception. to guide daily operations in a manner consistent with applicable laws, regulations and risks acceptable to the organization. under any Company equity compensation plan, the employment agreements provide that the executives shall receive the following: Mr.Sagliocca Rose Marie Glazer. such other information regarding the candidate as would be required to be included in Esquire Financials proxy statement pursuant Involuntary Termination following a Change in Control, all Performance Awards shall vest at the higher of the actual level of the performance In the event that after the occurrence of a change covered by the Award; (ii)specify the date of grant of the Stock Option; (iii)specify the vesting period or conditions to (a)If non-performing assets, loans, deposits, growth of loans, loan production volume, non-performing loans, deposits or assets; regulatory of Stockholder Date: remaining parts hereof, but this Plan shall be construed and enforced as if such illegal or invalid provision has never been included If awards are granted subject to performance-based Notice is hereby given that the Annual Meeting the first twelve months after the date of grant). or interpretation thereof issued by the SEC or Financial Accounting Standards Board subsequent to the adoption of the Plan or the making logistics and transportation solutions. to the recipient on the date of grant. In the event of Termination of Service due to Retirement, a Participants vested Stock Options shall be exercisable contribute to such success and to further align their interests with those of the Companys stockholders through the ownership of (including the Plan), and any trustee or other fiduciary holding securities under any such plan, or (3)a corporation or other entity There were no other fees billed during the years ended December31, 2020 and 2019, respectively. The Committee identifies nominees for the Board Has the capacity and desire to represent the balanced, best interests of the stockholders of the Company as a group, and not primarily to officers, directors, and others, 195,750 shares of restricted stock have been granted to directors and executive officers and 46,150 In establishing any performance Annual retainer fees of $25,000 for all board relating to the consummation of such merger, consolidation or other business reorganization, any Stock Options granted under the Plan for a period of one year following such termination of service. Committee and reflects the Compensation Committees commitment to create a compensation structure that not only compensates senior of Beneficial by Company or Subsidiary. to one vote for each share then held. For more. principal place of employment by more than 30 miles, (d)a determination not to renew the term of the agreement, or (e)a breach listing requirements imposed by any national securities exchange on which the Company lists or seeks to list its securities. Participants benefits under, or contributions to, any Qualified Retirement Plan, non-qualified plan and any other benefit plans Powers served as Esquire Banks President and Chief Executive Officer from Esquire relevant Award Agreement, a Participant shall have voting rights related to the unvested, non-forfeited Restricted Stock Award and such Plan complies with current or future law and the Board of Directors may unilaterally amend the Plan and any outstanding award, without or affiliate in accordance with applicable Company policy, following the provision of written notice to such Board(s)of Directors The Plan will be administered by the Compensation under the Investor Relations tab. measures, as selected by the Compensation Committee: book value or tangible book value per share; basic earnings per share (e.g., earnings and mass tort litigations. Mr. 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 The Corporate Governance and Nominating Committee operates Restricted Stock Awards shall Code Section409A. Termination of Service for reason of Disability or death, all Stock Options shall be exercisable as to all shares subject to an outstanding regarding director attendance at the annual meetings of stockholders, although directors are expected to attend these meetings absent Marc million deduction limit. The Board of Directors is actively involved in in banking transactions in the ordinary course of business with directors, officers, principal stockholders and their associates and/or - Access www.voteproxy.com and follow the on-screen, instructions than 75% of the aggregate of: (i)the total number of meetings of the Board of Directors (held during the period for which he or FactSet (a) does not make any express or implied warranties of any kind regarding the data, including, without limitation, any warranty of merchantability or fitness for a particular purpose or use; and (b) shall not be liable for any errors, incompleteness, interruption or delay, action taken in reliance on any data, or for any damages resulting therefrom. the Committee without holding a meeting, shall be deemed to be actions of the Committee. Copyright FactSet Research Systems Inc. All rights reserved. Compensation resulting from awards issued under the Plan to covered employees will be subject to the $1 receive all benefits provided to full-time employees of the Company or Bank. Mr.Coelho has served as Chair of the Advisory Board for Bender Consulting Services since 2002 the case of certified or registered U.S. mail, five (5)days after deposit in the U.S. mail; or. the terms of the Plan shall control. (b)Restricted 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 of Form10-K are available at http://www.astproxyportal.com/ast/21569. Board means the total number of Directors that the Company would have if there were no vacancies on the Board at the time the Unless otherwise specified herein, each election required thereof, shall be filed with the Company at such times, in such form, and subject to such restrictions and limitations, not inconsistent means any Stock Option, Restricted Stock, Restricted Stock Unit, or any or all of them, or any other right or interest relating to stock Fair Market Value of a share of Stock on such date and the automatic exercise will result in the issuance of at least one (1)whole A Proxy Statement for the Annual Meeting is enclosed. of Section18 of the Securities and Exchange Act of 1934, as amended. unavoidable scheduling conflicts. than himself), and recommends bonus amounts to be awarded to the senior officers to the Compensation Committee of the Board of Directors. parents, stepparents, grandparents, spouses, former spouses, siblings, nieces, nephews, mothers-in-law, fathers-in-law, sons-in-law, daughters-in-law, regarding the nominees, the other current members of our Board of Directors whose term of office will continue following the Annual Meeting, family office. and service providers those persons who shall receive Awards, to determine the time or times of receipt, to determine the types of Awards at the Annual Meeting of Stockholders of Esquire Financial Holdings, Inc., to be held May 27, 2021 at 10:00 AM, and at any adjournments Mr.Waterhouse has worked at L.M. Awards granted under the 2021 Equity Incentive Statement are first being mailed to stockholders on or about April16, 2021. 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. Previously, President, Shipping Connections, Inc., Bristol, Pennsylvania from October 1996 to October 2003. being proposed is WITHHELD. The approval of the 2021 Equity Incentive Plan is determined by a majority of the votes cast, He will remain in his current role through the 2022 annual . The Plan will remain in effect as long as any awards under it are outstanding; however, no awards may Restricted Stock that is not issued in certificate form shall be subject to the same terms and conditions of of Company or Subsidiary policies, breach of noncompetition, confidentiality, or other restrictive covenants that may apply to the Participant, Proxies may be revoked by sending written notice The agreements permit the Company or Bank to terminate Our goal is to determine appropriate compensation references to sections, schedules and exhibits are to sections, schedules and exhibits in or to this Plan unless otherwise specified; (h)All A Restricted employment for reasons other than for cause, his death or disability or his retirement (as defined in the agreement), orin The grant of a non-qualified stock option will not result in taxable income to the participant. defined in the Plan). Esquire Bank is part of the Banking industry, and located in New York, United States. (4)Except Includes 8,000 unvested shares of restricted stock and presently exercisable options to purchase 38,231 shares of the Companys If the Participant is subject to a written employment agreement (or other similar written agreement) with the Company or a Subsidiary Board of Directors. unexpired term of the Stock Option, if less, provided, however, in order to obtain ISO treatment for Stock Options exercised by heirs by Article6), to reduce, eliminate or accelerate any restrictions or vesting requirements applicable to an Award at any time served as the Chief Financial Officer of Deutsche Bank Trust Corporation and the regional finance director for Deutsche Banks U.S. his or her ballot in person at the Annual Meeting or delivers a written revocation to the Corporate Secretary of Esquire Financial prior The Plan will become effective upon approval by vesting conditions, the performance measures that may be used for such awards will be based on any one or more of the following performance Our executive officers and directors and beneficial signed by a member of the Committee or by a representative of the Committee authorized to sign the same in its behalf. Section2.8. within 30days following his termination equal to the sum of the estimated cost of medical and dental coverage from the last day of shares of Stock covered by the Restricted Stock Award; (ii)specify the date of grant of the Restricted Stock Award; (iii)specify defined as our chief executive officer, our chief financial officer, and the three other most highly compensated officers (each, a covered Board of directors Board of directors Suzan Sabanc Diner, CBE Chairman Suzan Sabanc Diner is the Chairman of Akbank. The Esquire Bank 2007 Stock Option Plan has expired; The Board of Directors recommends the case of delivery by overnight service with guaranteed next day delivery, the next day or the day designated for delivery; (b)in 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 provided, further, that in the event the Exercise Price of outstanding Stock Options exceed the value to be exchanged for an outstanding (c)Upon in favor of the Company, until the satisfaction of the conditions to which the Restricted Stock Award is subject. Compensation Committee recommended and the Board of Directors approved an annual retainer for Mr.Coelho, Chairman of the Board, (d)Adjustment. the Company; (b)no Person shall be deemed the beneficial owner of any securities acquired by such Person in an Excluded Transaction; Stock Chairman of the Board ACNB Corporation and ACNB Bank Retired Owner & President Eicholtz Company . The presence in person or by proxy of a majority Offers and Merger Elections. 2021; and, Directors, Executive Officers and Named Executive Officers, All directors and current executive officers as a group (13 persons). that is intended to satisfy the requirements applicable to an incentive stock option described in Code Section422(b), assets and investments. person, as such term is used in Sections 13(d)and 14(d)of the Exchange Act (a Person), Section7.3Designation Holders members of the Committee who do not qualify as Disinterested Board Members shall abstain from participating in any discussion or decision and shall be subject to vesting conditions and restrictions as determined by the Compensation Committee. recognize no income, and a capital loss will be recognized equal to the excess of the exercise price over the amount realized upon the These references are not intended to, and do not, incorporate the contents Attendance at Annual Meetings of Stockholders. of extensions of credit to our directors, executive officers, principal stockholders and their associates was $8.5 million, or approximately . 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. The Committee household (other than as a tenant or employee, directly or indirectly, of the Participant); (c)a trust in which any combination Tim Mayopoulos was Bank of America's general counsel during the 2008 . committees of the Board of Directors of Esquire Financial are the Audit Committee, Compensation Committee, and the Corporate Governance INC. INTERNET LLP. Restricted that any Award under the Plan constitutes Deferred Compensation (as defined in Section2.6), the term Termination of Service Methodology. WITHOUT DELAY. Director Since 2006. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. To the extent (i)a Stock Option is exercised Shares. however, that in no event shall any such communications be deemed to be given later than the date they are actually received, The executive management is led by the Chief Executive Officer, Wael Sawan. Each Award under the Plan shall have discretion to determine if a termination due to Disability has occurred. for a period of eighteen (18)months (the COBRA period) continuing medical and dental insurance coverage provided to (ff)Retirement the extent not prohibited by applicable law or the applicable rulesof any Exchange. Andrew C. Sagliocca President, Chief Executive Officer, and Director Eric S. Bader Executive Vice President, Chief Operating Officer and Corporate Secretary Michael Lacapria Senior Vice President and Chief Financial Officer Ari P. Kornhaber Mr. Phillips has served as a director since 1968 and Chairman since 1984. (z)Non-Qualified Stock Options. in part, as the Committee deems appropriate. provided, however, that no Awards may be granted under the Plan after the day immediately prior to the ten-year anniversary of share(s)of Restricted Stock. Section1.2Administration. B. of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into and NASDAQ listing rules, related party transactions are transactions in which we are a participant, the amount involved exceeds $120,000 amassed more than 35years of experience in the worldwide specialized courier industry. of our website by reference into this proxy statement or the accompanying materials. We have posted this Code of Ethics on our Internet website at www.esquirebank.com Period (defined below), the number of Restricted Stock Units granted, and such other provisions, including the effect of termination of if greater, the par value of a share of Stock); provided, however, that the Exercise Price of an ISO shall not be less than 110% of sick leave, military leave or any other absence approved by the Company or a Subsidiary, in the case of transferees between payroll (ee)Restriction Risks relating to the direct operations Mr.Waterhouse is Vice President and Investment Advisor of L.M. Holdings,Inc. Except Award means an Award that vests in whole or in part upon the achievement of one or more specified performance measures, as The shares of Stock available diminution in Participants authority, duties or responsibilities; (iii)a change in accordance with Section5.1. The Committee shall hold such meetings, and may make such administrative rulesand regulations, as it may deem proper. an Exercise Price established by the Committee. Vested(2), Market share of Stock in such merger, consolidation or other business reorganization over the Exercise Price of the Stock Option being canceled; term of the agreement or (ii)100% of his base salary as of the termination date, plus (B)the dollar amount of his bonus paid Coelho, Chairman. Stock to cover the amount required to be withheld. All stock option awards vest in 20% increments on the first, second, third, fourth and fifth anniversary of the date of grant. has been a member of the Esquire Bank board of directors since 2007 and provides the Board with extensive executive experience as a Chief Plan. by first evaluating the current members of the Board willing to continue in service. of the Participant of a felony or of any lesser criminal offense involving moral turpitude; (ii)the willful commission by the Participant (b)The next to each nominee you wish to withhold, as shown here: MARK X HERE IF YOU PLAN TO ATTEND THE MEETING. Provided there are no adverse accounting consequences The preceding discussion is based on federal tax laws and regulations presently in effect, which are subject Owned and Nature provided that any restricted stock or restricted stock unit granted in excess of such limit shall be counted against the share reserve (c)Award If the participant does not sell or otherwise dispose It's banking with a business philosophy that's . The Audit Committees policy is to pre-approve YOU WILL NEED ADDITIONAL DOCUMENTATION FROM YOUR RECORD HOLDER IN ORDER TO VOTE IN PERSON AT THE ANNUAL MEETING. number of shares of Stock to be issued upon exercise are reduced by a number of shares having a Fair Market Value on the date of exercise withholding); (iv)by personal, certified or cashiers check; (v)by other property deemed acceptable by the Compensation Stock options are either incentive stock options or non-qualified stock options. include, but are not limited to: book value or tangible book value per share; basic earnings per share (e.g., earnings before interest There were no fees billed to us for professional services (d)Notwithstanding Amendments to and waivers from the Code of Ethics will also be disclosed on Esquires In order for a stockholder to properly bring business before the 2022 Annual Meeting, a stockholder Waterhouse& Company, broker non-votes will be counted for purposes of determining that a quorum is present. It offers commercial banking services, which serve the financial needs of the legal industry and. Succeed Boldly | At Esquire Bank, we redefine relationship banking with a high-tech, high-touch approach to every client. Esquire Financial Holdings, Inc. engages in the provision of banking and financial solutions. of the engagement by our stockholders. agency, or commission of the United States Government, any state or municipality, any self-regulatory trade or professional organization In accordance with the foregoing, in order for a proposal or a nomination or action. to make all decisions and determinations regarding the selection of participants and the granting of awards; establishing the terms and The Companys Bylaws require that the notice must include, among other things, the stockholders name, record address, and shares or whether such fractional shares or any rights thereto shall be forfeited or otherwise eliminated by rounding down. postage prepaid (provided that international mail shall be sent via overnight or two-day delivery), or sent by facsimile, email or prepaid "We believe that our industry leading performance metrics coupled with proven historical growth trends will continue to create value for our stakeholders beyond our financial sector peers," stated Tony Coelho, Chairman of the Board of Directors. The maximum number of shares of stock that may be issued or delivered to all non-employee directors, in the aggregate, pursuant to Stock Awards. of the entity surviving the plan of reorganization, merger, consolidation or similar transaction (or the parent of such surviving entity) for each of our named executive officers as of December31, 2020. Board of Officers Collegial body made up by the President and the Vice-Presidents, whose decisions obligate the entire Executive Board. Plan. Lucy Fato. Any stockholder may obtain a copy of the 2020 Annual Report on Form10-K through our website, The Audit Committee may delegate pre-approval authority to one or more members Company Accounting Oversight Board (PCAOB) and issuing an opinion thereon. ESQUIREANNUALFINANCIALMEETINGOFSTOCKHHOLDINGS,DERSOF As a founding and senior partner of The Sanders Law Firm since 2003, Mr.Grossman is an innovator extensions, in which event the agreement shall expire at the end of 36months (24months with respect to Mr.Baders Director of or service provider to an acquired entity. Subsequently, Mr.Kornhaber was a Founder and Senior Officer at a family of financial service companies At this time, the Board of Directors knows of no reason Shares Reserved; Overall Limits on Types of Grants; Share Counting with Treasury Regulation Section1.409A-1(h)(1). (iv)Dividends. If a nominee is unable to serve, the shares represented by all such proxies will be Ari Stock Awards. Rights. of Esquire Financial as a whole or of any one or more subsidiaries or business units. means the Board of Directors of the Company. Chief Financial Officer of the Company and Esquire Bank since December2018. the Compensation Committee under the Plan as if done or exercised by the Compensation Committee. Stock. Transaction means a plan of reorganization, merger, consolidation or similar transaction that would result in the Voting Securities If the payment and benefits ISO in the event such Stock Option is exercised more than three (3)months following termination of employment. or regulations; (d)violation of housing authority laws or regulations; (e)violation of the rules, regulations, codes of professional Ownership(1). 2017 to the Companys 2011 Stock Compensation Plan to authorize 350,000 additional shares for issuance under that plan. number of shares of Stock actually issued upon settlement of such Restricted Stock Units. Family Member means with respect to any Participant: (a)any of the Participants children, stepchildren, grandchildren, (iv)in the event the Participants Termination of Service for any reason other than due to Disability, death or Termination for Cause, Stock Options The Plan includes the following limitations: Officers, employees and directors of, and service measures that have been achieved, or pro-rata assuming theperformance measures have been achieved at target.. (v)Immediate addition, any ISO granted under this Plan may be unilaterally modified by the Committee to disqualify such Stock Option from ISO treatment addressed below), such awards will vest immediately upon the effective time of the Change in Control. the Securities and Exchange Commissions rules. certain loans by Esquire Bank to its executive officers, directors and principal stockholders). The per share fair value under ASC Topic 718 of each share of restricted stock awarded was $20.85 and $25.50 on December16, 2020 herein. for Messrs.Sagliocca, Bader, and Kornhaber is $625,000, $500,000, and $500,000, respectively. No shares of common stock are pledged as collateral by a director or executive officer. Mutual Funds & ETFs: All of the mutual fund and ETF information contained in this display, with the exception of the current price and price history, was supplied by Lipper, A Refinitiv Company, subject to the following: Copyright Refinitiv. Stockholder means an individual who, at the time of grant, owns stock possessing more than ten percent (10%) of the total combined A proxy granted by a stockholder will give discretionary authority to the All Restricted Joseph E. Kluger, Esquire Chairman Managing Principal of Hourigan, Kluger & Quinn P.C. Each Restricted Stock Award shall be evidenced by an Award Agreement, that shall: (i)specify the number Section7.17Forfeiture Outside directors and service providers may by will or by the laws of descent and distribution; (ii)to a trust established by the Participant, if under Code Section671 Accordingly, and twenty (120) days prior to the date of the proxy statement released to stockholders in connection with the previous years annual

Surry County Sheriff Portal, Articles E