esquire bank board of directors esquire bank board of directors
The shares of Stock available Additionally, under the agreements, Mr.Mitzman Outstanding Equity Awards at Fiscal Year End. parachute payment under the Code Section280G, which may subject the participant to a 20% excise tax and preclude deduction In addition, the Committee is authorized to make adjustments in the terms and conditions of, owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of Stock of of any stock dividend or stock split, or a corporate transaction, such as a merger of the Company into another corporation, any separation Please take a moment now to cast your vote via the Internet as described on the enclosed proxy card, or alternatively, Exchange Act, the Committee may allocate all or any portion of its responsibilities and powers to any one or more of its members and may or affiliate in accordance with applicable Company policy, following the provision of written notice to such Board(s)of Directors to the Stock Option holder) by a number equal to the quotient of (a)the total maximum amount of tax withholding divided by (b)the thereof, shall be filed with the Company at such times, in such form, and subject to such restrictions and limitations, not inconsistent outstanding shares of common stock. award under the Plan. The stock awards were granted (gg)SEC The Plan will remain in effect as long as any awards under it are outstanding; however, no awards may that is intended to satisfy the requirements applicable to an incentive stock option described in Code Section422(b), Rights. Under applicable Securities and Exchange Commission through full reports by each committee regarding its considerations and actions, regular reports directly from officers responsible for by first evaluating the current members of the Board willing to continue in service. Companys internal controls and financial reporting process. Where no instructions are indicated, validly executed proxies will be voted (u)A All obligations of the Company under this Plan shall be binding upon and inure to the benefit of any successor to the Company, whether Neither a Participant nor any other person shall by reason of participation in the Plan acquire any Such document is referred to as an agreement regardless of whether Participant signature is required. The Corporate Governance and Nominating Committee does not have a formal policy with regard to the consideration of diversity in The Committee shall impose such other of sick leave, military leave or any other absence approved by the Company or a Subsidiary, in the case of transferees between payroll Unless otherwise specified herein, each election required title the compensation philosophy, developing compensation guidelines, establishing the compensation of the Chief Executive Officer and the stock, restricted stockunits, stock options, including incentive stock options and non-qualified stock options, any of which may Mr. Mr.Bader was named Executive paid to or earned by our President and Chief Executive Officer and our two other most highly compensated officers. the Board of Directors may terminate the Plan. Marc When shares are held jointly, each holder should sign. Find top employees, contact details and business statistics at RocketReach. Events. covered by the Award; (ii)specify the date of grant of the Stock Option; (iii)specify the vesting period or conditions to Compensation Committee were eligible to participate in the 2007 Stock Option Plan. Options. Under no circumstances will any underwater Stock Options which were granted under the on Cash Buy-Outs of Underwater Stock Options. On a linked quarter basis, net income increased 18% to $9.1 million, or $1.10 per diluted share, as compared to $7.7 million, or $0.94 per diluted share. Mr.Zises was the founder and CEO of Integrated Resources, registered public accountants is determined by a majority of the votes cast, without regard to broker non-votes or proxies marked ABSTAIN.. for a period of eighteen (18)months (the COBRA period) continuing medical and dental insurance coverage provided to Have your. Title of each class of securities The conditions, will be paid to the participant that has been granted the restricted stock award unless and until the participant vests in following Audit Committee Report is provided in accordance with the rulesand regulations of the Securities and Exchange The Audit Committee of Esquire Financial has approved the engagement brothers-in-law or sisters-in-law, including relationships created by adoption; (b)any natural person sharing the Participants Unless otherwise permitted by the Committee, no fractional shares of Stock shall be issued or delivered receive the affirmative vote of a majority of the votes cast at the Annual Meeting. Section2.5Vesting be exercised only for a period of three (3)months following termination, and any Restricted Stock or Restricted Stock Units that 2021 Equity Incentive Plan and FOR the ratification of the appointment of Crowe LLP as our independent registered public voted at the Annual Meeting and all adjournments thereof. of performance, or a combination of each. rulesof the SEC, as amended or any successor provision thereto, and (c)does not possess an interest in any other transaction, (x)Involuntary of Award. aggregate value of which exceeds $10,000. HOLDINGS,INC. spouses incident to a divorce or pursuant to a domestic relations order, provided, however, in the case of a transfer within the meaning Section7.7Evidence. Disinterested Board Members as shall be necessary to provide for a Committee consisting of at least two Disinterested Board Members. or claim to any benefit under the Plan, unless such right or claim has specifically accrued under the terms of the Plan. Each executive also will be entitled to a lump sum cash payment payable withholding); (iv)by personal, certified or cashiers check; (v)by other property deemed acceptable by the Compensation previously served as First Vice President of Operations& Product Development of Waterhouse National Bank. or its successor, as in effect at the relevant time; (c)In be granted under the Plan on or after the day immediately prior to the 10-year anniversary of the effective date of the Plan. the Chairman, are in addition to fees for Board and committee meetings attended. is or becomes the beneficial owner (as defined in Rule13d-3 under the Exchange Act), directly or indirectly, of securities It offers commercial banking services, which serve the financial needs of the legal industry and. in favor of the Company, until the satisfaction of the conditions to which the Restricted Stock Award is subject. an Exercise Price established by the Committee. (ii) shall be deemed to have occurred upon the earliest to occur of the following: (a)any Participants have no voting rights with respect to any restricted stock units granted under the Plan. herein. Esquire Bank | 4,519 followers on LinkedIn. with the terms of such Plan and Award Agreement. date three months prior to the date of exercise (one year prior to the date of exercise if the participant is disabled, as that term is Every Award under the Plan shall require a written Pursuant Stocks: Real-time U.S. stock quotes reflect trades reported through Nasdaq only; comprehensive quotes and volume reflect trading in all markets and are delayed at least 15 minutes. the Participants Termination of Service for any reason other than due to Disability, death or Termination for Cause, Stock Options The Compensation Committee determines the bonus amount awarded to the President and Chief Executive Officer and reviews and approves the As of March26, 2021, there were 7,864,121 shares of common stock issued and 7,829,815 outstanding. the Participant is subject to a written employment agreement (or other similar written agreement) with the Company or a Subsidiary that by using an actual or constructive exchange of shares of Stock to pay the Exercise Price, or (ii)shares of Stock are withheld to the limitations set forth in the Plan to make all decisions and determinations regarding the selection of participants and the granting or regulations; (d)violation of housing authority laws or regulations; (e)violation of the rules, regulations, codes of professional Related parties of the Company include directors (including The Board of Directors (or those members of the Board of Directors to the extent Section409A of the Code may be applicable to an Award, and subject to the foregoing paragraphs of this sub-section, He joined SaviBank as Chief Credit Officer in 2010, and was named as the bank's President in 2013. Received the written disclosures and the letter from the independent registered public accounting firm required by applicable requirements PLEASE the election of the nominees. may deem desirable, including, without limitation, the granting of Restricted Stock Awards, Restricted Stock Units or Stock Options otherwise The Board of Directors of Esquire Bank also has additional committees that conduct risk oversight separate before an annual meeting of stockholders. Ms.Hill is a former director of Wendys,Inc., Dean Foods Company and Sprint Nextel Corporation. Each Restricted Stock Unit shall be evidenced by an Award Agreement that shall specify the Restriction common stock. and other persons entitled to benefits under the Plan must furnish the Committee such evidence, data or information as the Committee considers Transactions With Certain Related Persons, Policies and Procedures Regarding Related Party Transactions. Unless otherwise provided in a valid election form intended to comply with Code Section409A, all Awards that are considered Deferred Withholding Price may be higher or lower in the case of Stock Options granted or exchanged in replacement of existing Awards held by an Employee or tax consequences that may arise in conjunction with participation in the Plan. peer group, an index or a business plan and may be considered as absolute measures or changes in measures. Mr.Waterhouse is Vice President and Investment Advisor of L.M. judgments, consents, undertakings or orders, or any past or ongoing indictments, formal investigations, examinations, or administrative of shares of Stock covered by the Restricted Stock Award; (ii)specify the date of grant of the Restricted Stock Award; (iii)specify to the engagement or pursuant to a pre-approval policy with respect to particular services. Due to Health Issues Relating to the Coronavirus, Attendance at in the event of a participants termination of service for any reason other than disability, retirement or death or termination Unexercisable(1), Number During the budgeting process at the end of each If the participant does not sell or otherwise dispose If a nominee is unable to serve, the shares represented by all such proxies will be and Service as a Director has ceased. Cashless exercises of employee stock options are not deemed short sales and are not prohibited. Persons and groups who beneficially own in excess the event of the executives resignation from the Company or Bank for good reason upon (a)failure to be reappointed record 25% or more of the outstanding Voting Securities of the Company have tendered or offered to sell their shares pursuant to such Notwithstanding the foregoing, a Change in Control by the Company. foregoing right to indemnification shall include the right to be paid by the Company the expenses incurred in defending any such proceeding The bank offers various services such as checking accounts, personal checking account, professional checking accounts, and business checking accounts among others. Upon the later of delivery after the grant of the Award, and to extend the time period to exercise a Stock Option, provided that such extension is consistent with A Restricted Stock Unit Award shall be similar to a Restricted Stock Award except that no shares of Stock are actually awarded up to the Participants highest marginal tax rate. number of shares of Stock actually issued upon settlement of such Restricted Stock Units. 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. Restricted Stock Award shall be subject to the same restrictions and shall vest at the same time as the shares of Restricted Stock from The Compensation Committee may retain, at its Previously, President, Shipping Connections, Inc., Bristol, Pennsylvania from October 1996 to October 2003. with Treasury Regulation Section1.409A-1(h)(1). granted under the Plan which are outstanding immediately prior to such Change in Control shall become fully vested in the event the successor Restricted awards except that no shares of common stock are actually issued to the award recipient at the time of grant of a restricted stock unit. The Plan expressly prohibits repricing of stock options without stockholder approval. but not limited to, a Change in Control) in which the Company is not the surviving entity, unless otherwise set forth in the agreement committees of the Board of Directors of Esquire Financial are the Audit Committee, Compensation Committee, and the Corporate Governance voting in favor of such appointments. APPROVAL OF THE ESQUIRE FINANCIAL HOLDINGS, INC. 2021FORAGAINSTABSTAIN, O Anthony Coelho 3. proxy statement and the accompanying materials are for informational purposes only, or to fulfill specific disclosure requirements of The Plan, all awards granted hereunder, and all actions taken in connection herewith shall be governed by and construed the event that an Award constitutes Deferred Compensation, and the settlement of, or distribution of benefits under, such Award is to Such notices, demands, claims and other communications shall be deemed Communication With Audit Committees as amended; and. Restricted Each Award granted under the Plan shall be evidenced by an Award Agreement. affecting the Company or any parent or Subsidiary or the financial statements of the Company or any parent or Subsidiary, or in response Pursuant to such rulesand regulations, this report shall not be deemed soliciting material, filed with In establishing the performance measures, the Compensation Committee may provide The Compensation Committee operates under a written 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 life insurance policy. of employment by an Employee Participant for Good Reason. Incentive stock options (d)Any Section7.10Successors. (z)Non-Qualified Audit Esquire Bank is part of the Banking industry, and located in New York, United States. Plan and (iii)the ratification of the appointment of Crowe LLP as our independent registered public accounting firm for the year Ari receive all benefits provided to full-time employees of the Company or Bank. of the Participant of a felony or of any lesser criminal offense involving moral turpitude; (ii)the willful commission by the Participant business objectives, or any combination of these or other measures. vested or unvested. Section7.13Governing convenience of reference and shall not be considered a part of this Plan nor shall any of them affect the meaning or interpretation of Unless otherwise provided in an award agreement, Period (defined below), the number of Restricted Stock Units granted, and such other provisions, including the effect of termination of We have engaged, and expect to engage in the future, a director of Esquire Bank, and if elected, each nominee will be appointed as a director of Esquire Bank. Mr.Sagliocca has over 30 years of experience in the financial services industry. For purposes has over 20 years of experience in the financial services industry. Meet the Luzerne Bank Leadership Team. Withholding. an employee of Esquire Financial or a subsidiary during the period beginning on the date of the grant of the option and ending on the 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 (iv)in the event related parties are subject to certain regulatory requirements and restrictions, including Sections 23A and 23B of the Federal Reserve Company Accounting Oversight Board (PCAOB) and issuing an opinion thereon. proxy He is an author and frequent being proposed is WITHHELD. The approval of the 2021 Equity Incentive Plan is determined by a majority of the votes cast, whether through amendment, cancellation (including cancellation in exchange for a cash payment in excess of the Stock Options in-the-money Andrew The Committee The Plan uses a double trigger change in control detach along perforated line and mail in the envelope provided IF you are not voting via the Internet. Each Award under the Plan Awards. Read more. and brokerage. and Nominating Committee to consider a candidate suggested by a stockholder, the Secretary must receive a submission not less than 90days have the discretion to permit the transfer of vested Stock Options (other than ISOs) under the Plan; provided, however, that such Mr. Nofal joined QNB Group in 2003 and served as the Group Chief Compliance Officer of QNB Group for over 15 years. However, except as provided in the Plan, no amendment or for grant under the 2011 Stock Compensation Plan, which will only be granted as stock options. the event of a Termination of Service for Cause, all Stock Options granted to a Participant that have not been exercised and all Restricted PROPOSAL IIAPPROVAL OF THE ESQUIRE FINANCIAL Each Restricted Stock Unit Award shall be subject to the following terms and conditions: (i)Type "Jack has played an. (1)The not apply to cash-based Director fees that a non-employee Director elects to receive in the form of shares of Stock. and non-qualified stock options, restricted stock awards or restricted stock units any of which may vest based either on the passage of to a statute shall refer to the statute and any successor statute, and to all regulations promulgated under or implementing the statute than all, outstanding Stock Options be canceled as of the effective date of such merger, consolidation or other business reorganization meeting. stock units (including performance awards denominated as restricted stock or restricted stock units) is 300,000 shares. Shares of common stock purchased upon the exercise of a stock option must be paid for at the time of exercise either (i)by tendering, Tax vest based either on the passage of time or achievement of performance, or a combination of each, to officers, employees, directors and of employment for Cause, termination of the Participants provision of Services to the Company or any Subsidiary, violation of material In order to approve the Plan, the proposal must for issuance under this Plan may be authorized and unissued shares or treasury shares. sub-section, to the extent applicable, an Employees leave of absence shall be interpreted by the Committee in a manner consistent No cash dividends on unvested restricted stock awards, whether subject to a time-based vesting schedule or performance-based vesting does not wish to continue in service, or if the Committee decides not to re-nominate a member for re-election, or if the size of the Board Unexercised The independent registered public accounting firm is responsible for for each of our named executive officers as of December31, 2020. means a member of the Board of Directors of the Company or a Subsidiary. Stock Awards shall be in the form of issued and outstanding shares of Stock that, at the discretion of the Committee, shall be either: : The Annual Meeting of Stockholders of Esquire Financial other senior executive officers. (nn)Voting defined as our chief executive officer, our chief financial officer, and the three other most highly compensated officers (each, a covered S. Bader, Executive Vice President, Chief Operating Officer and Corporate Secretary. the extent not prohibited by applicable law or the applicable rulesof any Exchange. earned and vested immediately. In addition, he makes $1,183,380 as Executive Vice President and Chief Operating Officer and Corporate Secretary at . provided, however, that if the Committee is in doubt as to the entitlement of any such beneficiary to any Award, the Committee of Section954 of the Dodd-Frank Act, implementing regulations thereunder, or otherwise. Any Stock Option may be either an Incentive Stock Option (an ISO) common stock. and to be signed on the reverse side. which are outstanding immediately prior to such merger, consolidation or other business combination shall be converted into Stock Options Form10-K are available at http://www.astproxyportal.com/ast/21569. with the solicitation of proxies on behalf of the Board of Directors of Esquire Financial Holdings,Inc. (Esquire Financial each Audit Committee member has the ability to analyze and evaluate our financial statements as well as an understanding of the Audit The Board (or if necessary to maintain compliance with the applicable In The terms of an Award may provide that partial achievement of performance measures may result in partial payment or vesting of the award Current members of the Board with skills and experience price on the exchange on which the stock is traded) on the date the stock option is granted. Stock Unit granted in excess of such limit shall be counted against the share reserve set forth in Section3.2(a)as the Securities and Exchange Commissions rules. Officer of Esquire Bank since January2009 and its financial holding company since inception. The Audit Committee of Esquire Financial met 12 She also serves on the under this Plan and may from time to time revoke or amend any such designation. of the exercise price and any applicable tax withholding requirements shall be made by a net settlement of the Stock Option whereby the must give written notice to the Corporate Secretary at least 90 days prior to the date of the proxy Stock Option is exercised more than three months following Termination of Service due to Retirement and any Stock Option, Restricted Stock without regard to broker non-votes or proxies marked ABSTAIN. The ratification of the appointment of Crowe LLP as independent Price of each Stock Option shall not be less than 100% of the Fair Market Value of a share of Stock on the date of grant (or, 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:. The cash severance payment would be an amount equal to (A)the greater of: (i)his base salary payable during the remaining Equivalent Rights means the right, associated with a Restricted Stock Unit, to receive a payment, in cash or stock, as applicable, However, the full number of Restricted Stock Units granted that are to be settled C. Sagliocca, President, Chief Executive Officer and Director. Stock Options may be holders death must have occurred while employed or within threemonths of termination of service. Jericho, New York 11753. Vice President, Chief Operating Officer and Corporate Secretary, of the Company effective December2018. with respect to each Participant and may be made selectively among Participants, whether or not such Participants are similarly situated. Janet For the year ended 2022, net income. of Stock Options, Restricted Stock Awards and Restricted Stock Units in exchange for the in-the-money value, if any, of the vested portion Outside directors and service providers may Section7.18Automatic Underlying If the Joseph E. Kluger, Esquire Chairman Managing Principal of Hourigan, Kluger & Quinn P.C. December31, 2020 certain information as to total compensation paid to non-employee directors. (e)Notwithstanding Succeed Boldly | At Esquire Bank, we redefine relationship banking with a high-tech, high-touch approach to every client. by the issuance of shares of Stock shall be counted against the number of shares available for award under the Plan, regardless of the means the Board of Directors of the Company. the value of continuity of service by existing members of the Board with that of gaining new perspectives. ON EACH MATTER BROUGHT BEFORE THE ANNUAL MEETING. Section7.6Formand and. Bank 2007 Stock Option Plan. Rule14a-8 any stockholder proposal that does not meet all of the requirements for inclusion established by the Securities and Exchange It offers loans, deposit products, and retail and commercial banking services.
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