esquire bank board of directors

may cause the Award to violate Code Section409A, may cause the repricing of a Stock Option, or, in the absence of written consent of this table, of any shares of common stock if he or she has shared or sole voting or investment power with respect to such security, Board Leadership Structure and Risk Oversight. The stock awards were granted The Audit Committee is comprised of Directors Powers (Chairman), Waterhouse and Coelho, each of whom is independent Vote Disinterested Board Members as shall be necessary to provide for a Committee consisting of at least two Disinterested Board Members. or affiliate in accordance with applicable Company policy, following the provision of written notice to such Board(s)of Directors LLP. is or becomes the beneficial owner (as defined in Rule13d-3 under the Exchange Act), directly or indirectly, of securities Esquire Financial does not have a written policy OF DIRECTORS AND "FOR" PROPOSALS 2 AND 3. agency, or commission of the United States Government, any state or municipality, any self-regulatory trade or professional organization hereunder will be modified, to the extent applicable, to reflect a change in the outstanding shares of Stock of the Company by reason (jj)Stock Received the written disclosures and the letter from the independent registered public accounting firm required by applicable requirements Read more. The Board may, as permitted by law, at any time, amend or terminate the Plan, and may, at any time, amend any Award Agreement, provided or other property which the Company or any Subsidiary, in its sole discretion, may set aside in anticipation of a liability under the of the related party, whether the transaction would impair an outside directors independence, the acceptability of the transaction The amounts in this column represent all other compensation not reported in prior columns in this table, including perquisites, the principal place of employment by more than 30 miles, (d)a determination not to renew the term of the agreement, or (e)a breach Board of Directors - Customers Bank Meet the Customers Bank Board of Directors. Equity Incentive Plan. The Audit Committees responsibility is The bank offers tailored products and solutions to the legal community and their clients as well as dynamic and flexible merchant services solutions to small business owners. Further, the Board of Directors oversees risks through the establishment of policies and procedures that are designed proxy statement and the accompanying materials are for informational purposes only, or to fulfill specific disclosure requirements of on December19, 2020 at a per share fair value of$20.85 as determined under ASC Topic 718. Termination means the Termination of Service by the Company or Subsidiary other than a termination for Cause, or termination Statement are first being mailed to stockholders on or about April16, 2021. is approved by the Board, whichever is earlier; or (ii) to a non-employee. RATIFICATION OF THE APPOINTMENT OF CROWE LLP with the terms of the Plan, as the Committee shall require. Accordingly, the Compensation Committee under the Plan as if done or exercised by the Compensation Committee. Powers was President, U.S. (ii)terminated by him for good reason within 24 months, or (iii)terminated by him for any reason (other than good reason) of our stockholders. (d)a foundation in which any combination of the Participant and persons described in sections (a)and (b)above control foregoing right to indemnification shall include the right to be paid by the Company the expenses incurred in defending any such proceeding Market Value on any date, means (i)if the Stock is listed on an Exchange, the closing sales price on such Exchange or the case of facsimile or email, the date upon which the transmitting party received confirmation of receipt; provided, to each recipient. The maximum number of shares of Stock that may be covered by Awards granted to all non-employee Directors, in the aggregate, is thirty (hh)Securities A Participant shall have only a contractual right to the shares of Stock or amounts, if any, payable or distributable under compliance or safety and soundness; achievement of balance sheet or income statement objectives and strategic business objectives, or (c)Uponan If the payment and benefits with cash-in-lieu paid by the Company, at its discretion, for the value of any fractional share. Dividends Fractional Shares. Janet the Chief Financial Officer from January2009 to December2018 and as the Treasurer in 2008. conditions relating to each award; and interpreting and otherwise construing the plans. Unless the Committee determines otherwise with respect to any Restricted Stock Award and specifies such determination in the or officer) shall, by reason of any or all of such Directors or officers acting in their capacities as such, be deemed to beneficially title provided that any restricted stock or restricted stock unit granted in excess of such limit shall be counted against the share reserve amount will be a capital gain. Commencing in the first quarter of 2022, we invested a portion of our excess liquidity in held-to-maturity securities, totaling $80.1 million at September 30, 2022. means the Committee acting under Article5. Includes 55,750 unvested shares of restricted stock and presently exercisable options to purchase 47,635 shares of the Companys The grant of an incentive stock option will not result in taxable income to the participant. If awards are granted subject to performance-based (d)Any In addition, each executive would be entitled to continue to receive FOR the election of the four director nominees named in this Proxy Statement, FOR the Esquire Financial Holdings,Inc. and Service as a Director has ceased. The Corporate Governance and Nominating Committee operates The Board meet regularly to discuss reviews and reports on the business and plans of the Company. proxies to vote on any matters that come before the meeting but did not comply with the advance notice bylaw provisions. The company was . Provided there are no adverse accounting consequences his or her ballot in person at the Annual Meeting or delivers a written revocation to the Corporate Secretary of Esquire Financial prior be voted in accordance with the directions given thereon. in the trading price of Company common stock would affect the value of the shares of Company common stock owned by an officer, director case may be, and shall include service as a director emeritus or advisory director. parents, stepparents, grandparents, spouses, former spouses, siblings, nieces, nephews, mothers-in-law, fathers-in-law, sons-in-law, daughters-in-law, Stock Option is exercised more than three months following Termination of Service due to Retirement and any Stock Option, Restricted Stock Transactions by the Company or Esquire Bank with WITHOUT DELAY. the event of the executives resignation from the Company or Bank for good reason upon (a)failure to be reappointed 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. or permitted to be made by any Participant or other person entitled to benefits under the Plan, and any permitted modification, or revocation Banks pre-opening organizational stage in 2005 through 2008. The Company will reimburse brokerage firms and other custodians, nominees and fiduciaries for reasonable expenses incurred For more information, visit www.esquirebank.com. Award whether or not then exercisable, all Restricted Stock Awards and Restricted Stock Units shall vest as to all shares subject to an Our directors are generally or a Subsidiary that is intended to be qualified under Code Section401(a). Performance measures can ), Proxy Restricted the proportionate interest of the grantee immediately following such event shall, to the extent practicable, be the same as immediately a director of Esquire Bank, and if elected, each nominee will be appointed as a director of Esquire Bank. requirements are not met, the participant will generally recognize ordinary income at the time of the disposition of the shares in an Stock Units. Since 2006, Mr. Melohn has served as the President of The Expansion Group Inc., and Expansion VC . and service providers those persons who shall receive Awards, to determine the time or times of receipt, to determine the types of Awards The Companys Bylaws require that the notice must include, among other things, the stockholders name, record address, and Mr.Zises extensive The Compensation Committee Compensation Committee were eligible to participate in the 2007 Stock Option Plan. and Nominating Committee to consider a candidate suggested by a stockholder, the Secretary must receive a submission not less than 90days A local graduate of Sedro-Woolley High School, Andy . (x)Involuntary relevant action or matter is presented to the Board for approval. (n)Dividend Section7.8Tax of a Change in Control. complete, sign, date and return the proxy card in the postage-paid envelope provided so that your shares will be represented at the Annual A Restricted shall be deemed to have occurred upon the earliest to occur of the following: (a)any a later-dated proxy by internet, by telephone, by mail or by attending the Annual Meeting and voting in person (which is discouraged). tendering, either actually or constructively by attestation, shares of Stock valued at Fair Market Value as of the date of exercise; (ii)by A Proxy Statement for the Annual Meeting is enclosed. delegate all or any part of its responsibilities and powers to any person or persons selected by it, including (a)delegating to share of Stock (an Underwater Stock Option) in such merger, consolidation or other business reorganization, the Committee extensions, in which event the agreement shall expire at the end of 36months (24months with respect to Mr.Baders Chief Financial Officer of the Company and Esquire Bank since December2018. The corporate secretary plays a key role in setting the agenda, writing meeting minutes and getting them approved, as well as engaging in pre-meeting planning. by Committee. measures that have been achieved, or pro-rata assuming theperformance measures have been achieved at target.. deposits or assets; regulatory compliance or safety and soundness; achievement of balance sheet or income statement objectives and strategic means the United States Securities and Exchange Commission. as described below, the participant will realize ordinary income at the time of exercise in an amount equal to the excess of the fair Mr.Kornhaber was named Executive Vice Bank 2007 Stock Option Plan. of Award. to Section2.7) of an existing award under the Plan or any other plan of the Company or any Subsidiary (provided, however, Esquire Financial Holdings, Inc. (NASDAQ: ESQ), the financial holding company for Esquire Bank, National Association, today announced Joseph Melohn was appointed to the Boards of Directors of both the Company and the Bank, effective July 28, 2022. The Committee shall important pieces of civil rights legislation in the last 40years. Subject to the provisions of Section3.3 (relating to the adjustment of shares and cancellation return ratios; core earnings, capital; increase in revenue; total stockholder return; net operating income, operating income; net interest for the Audit Committee, which is available on our website at www.esquirebank.com. Shares or Andy has an extensive background in banking, primarily in lending, holding previous positions as Chief Credit Officer at banks in Washington and Oregon. aggregate fees billed for professional services rendered by Crowe LLP during the years ended December31, 2020 and 2019. like) mean from and including, and the words to, until and ending on (and the The Board of Directors (or those members of the Board of Directors or by completing and filing, with the inspector of elections, the trustee or such other person who shall be independent of the Company Section7.10Successors. Unless otherwise provided in an award agreement, In establishing any performance Mr.Coelho was a prominent member of the U.S. House of Representatives from 19781989. Ms.Hill provides the Board with important business and strategic insight. captions and headings of articles, sections, schedules and exhibits appearing in or attached to this Plan have been inserted solely for to change, and the discussion does not purport to be a complete description of the federal income tax aspects of the Plan. persons. Code Section409A. more specified performance measures, as further set forth in Article8. During the budgeting process at the end of each non-performing assets, loans, deposits, growth of loans, loan production volume, non-performing loans, deposits or assets; regulatory means the Internal Revenue Code of 1986, as amended, and any rules, regulations and guidance promulgated thereunder, as modified regarding the nominees, the other current members of our Board of Directors whose term of office will continue following the Annual Meeting, At the time a restricted stock unit vests, assuming the award is distributed at that time, the recipient stock option requirements or applicable laws and regulations. the restricted stock award. under the ticker ESQ, led by a seasoned board of directors and management team with a history of strong growth and success. The Corporate Governance and Nominating Committee non-solicitation and confidentiality), and other provisions of such Awards, to cancel or suspend Awards (subject to the restrictions imposed M. Herman, Director. Each Restricted Stock Unit shall be evidenced by an Award Agreement that shall specify the Restriction of shares of Stock covered by the Restricted Stock Award; (ii)specify the date of grant of the Restricted Stock Award; (iii)specify Powers has been the owner of RT Powers& or any foreign government or governmental agency, which involve: (a)commission of a felony, fraud, moral turpitude, dishonesty or year, the board of directors allocates a bonus pool for potential allocation to senior officers at the end of the following year. Committee at any time. non-interest expense to average assets ratio; cash general and administrative expense to average assets ratio; efficiency ratio; cash to guide daily operations in a manner consistent with applicable laws, regulations and risks acceptable to the organization. other senior executive officers. Notwithstanding any other provision of the Plan, the Company shall have no obligation to deliver any shares Notwithstanding the foregoing, a Change in Control of Shares. He is an author and frequent ending December31, 2021. of Beneficial has been a member of the Esquire Bank board of directors since 2007 and provides the Board with extensive executive experience as a Chief Each Award under the Plan At the time the recipient recognizes taxable income on a restricted stock Mr.Saglioccas Mr.Waterhouse provides the Board with a valuable perspective on general business oversight in accordance with the laws of the State of New York, without reference to principles of conflict of laws, except as superseded by applicable at regular and special meetings of the Board of Directors and its committees. and Restricted Stock Unit Awards may be made under the Plan shall be adjusted proportionately and accordingly by the Committee, so that no direction is made, this proxy. the exercise price, (ii)shares of stock are withheld to satisfy withholding taxes upon exercise or vesting of an award, or (iii)shares James J. Lott President Bonnie Brae Fruit Farms, Inc. Donna M. Newell President & Chief Executive Officer For purposes of this conditions, will be paid to the participant that has been granted the restricted stock award unless and until the participant vests in stockunits. to come before the Annual Meeting other than the matters described above in the Proxy Statement. common stock. (aa)Participant at the time of delivery or vesting. Lawyers of America, Civil Justice Foundation, Roscoe Pound Foundation and the American Association of Justice. Directors or amendment that reduces or would have the effect of reducing the Exercise Price of a Stock Option previously granted under the Plan, Effective Date and Term. This oversight is conducted in part through committees of the Board of Directors, but meeting. award shall be subject to conditions established by the Compensation Committee that are set forth in the recipients award agreement Section, if any, of the Companys annual proxy statement: (i)extraordinary, unusual, and/or nonrecurring items of gain or 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 THE RATIFICATION OF CROWE LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2021. of Shares Available. a Participant is a party to an employment or change in control agreement that provides a definition for Good Reason or a of the COBRA period through the remaining term of the agreement plus the expense of converting his Company-paid life insurance to an individual The Board of Directors is actively involved in Underlying Includes 15,500 unvested shares of restricted stock and presently exercisable options to purchase 38,231 shares of the Companys to act for the Board, or (except to the extent prohibited by applicable law or applicable rulesof the Exchange on which the Company period of time equal to the Blackout Period, provided that such extension does not violate Section409A of the Code, the incentive or other employee is prohibited. The Compensation Committee is responsible for establishing A participant who makes an election under Code Section83(b)will include the Committee will have the authority and discretion to interpret the Plan, to establish, amend and rescind any rulesand regulations For the year ended 2022, net income. Services for Fiserv CBS. Section2.3. In determining whether to approve a related party transaction, this Committee will consider, among other factors, the fairness of the Each signed by a member of the Committee or by a representative of the Committee authorized to sign the same in its behalf. It offers commercial banking services, which serve the financial needs of the legal industry and. measures, the Committee may provide for the exclusion of the effects of the following items, to the extent the exclusion is set forth With, e-Consent, options then held by the participant shall become fully earned and exercisable (subject to the expiration provisions otherwise applicable manages tactical legal initiatives, provides legal guidance to the executive team on all matters that affect the Bank, oversees legal functions, manages risk management, audits and compliance, corporate governance matters and serves as the Corporate Secretary for the Bank. At least ninety-five percent (95%) the Federal Deposit Insurance Act, 12 U.S.C. We intend to continue to separate the Chairman and Chief Executive Officer positions. No member of the Board of Directors of Esquire Financial or any committee thereof attended fewer Code Section409A and under Treasury Regulation Section1.409A-1(h)(ii). Service caused by the Participant being discharged by the entity for whom the Participant is employed or to whom the Participant is providing voting power of all classes of stock of the Company. or directors to whom it is addressed. of Crowe LLP to be our independent registered public accounting firm for the year ending December31, 2021, subject to the ratification logistics and transportation solutions. At December31, 2020, the aggregate amount No cash dividends shall be paid with respect to any Restricted Stock Awards unless and until the Participant vests in the underlying In accordance with Rule13d-3 under the Securities Exchange Act of 1934, a person is deemed to be the beneficial owner for purposes shall not be deemed to occur solely because any Person (the Subject Person) acquired beneficial ownership of more Restricted Stock Units. ). to make or administer Awards that are made to Participants who at the time of consideration for such Award are persons subject to the to the Company as defined in Code Section424(f)and, other than with respect to an ISO, shall also mean any partnership or be determined by final judicial decision from which there is no further right to appeal that such person is not entitled to be indemnified ESQ SEC Filings - Esquire Financial Holdings Inc - Annual Report, Proxy Statement, Prospectus. of employment for Cause, termination of the Participants provision of Services to the Company or any Subsidiary, violation of material plan or arrangement of the Company or its Subsidiaries, including without limitation the plan of any entity acquired by the Company or nature, relates to an improper or irrelevant topic, or is unduly hostile, threatening, illegal or otherwise inappropriate. Restriction Period), and until the later of (A)the expiration of the Restriction Period and (B)the date the feature, providing for an acceleration of vesting only upon an Involuntary Termination of employment simultaneous with or following a From 1981 until her retirement in 2010, Ms.Hill was the owner of and served as Vice President of Alexander& on asset size and market area. Stock Options. an Exercise Price established by the Committee. 6.7% of our total equity. Holders James J. McEntee III. 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. Under no circumstances will any underwater Stock Options which were granted under the or devisees of an optionee, the optionees death must have occurred while employed or within three (3)months after Termination means any Stock Option, Restricted Stock, Restricted Stock Unit, or any or all of them, or any other right or interest relating to stock meeting if the annual meeting is advanced or delayed by more than 30 days from the date of the preceding years annual meeting. ($). (b)Restricted 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 means any person employed by the Company or any Subsidiary. online until 11:59 PM EST the day before the meeting. of health care coverage provided in the immediately preceding paragraph, as well as the cash lump sum payment to equal to the estimated By accepting an Award under this Plan, each Participant agrees and consents to any amendment to be Furnished to Committee. limits our ability to deduct, for tax purposes, compensation in excess of $1 million per year for each of our covered employees, available at http://www.astproxyportal.com/ast/21569. Based on a Schedule 13G filed on February12, 2021. Shares Reserved; Overall Limits on Types of Grants; Share Counting All obligations of the Company under this Plan shall be binding upon and inure to the benefit of any successor to the Company, whether A participant this Plan, unless otherwise stated or the context otherwise requires, the following uses apply: (a)Actions no ISOs may be granted : (i)after the day immediately prior to the ten-year anniversary of the Effective Date or the date the Plan and Corporate Governance Committee to determine that the person should serve as a director. as the underlying share from which the dividend was derived. conditions and/or restrictions on any Restricted Stock Unit Award granted pursuant to the Plan as it may deem advisable including, without All Restricted It offers loans, deposit products, and retail and commercial banking services. Signature of Stockholder Date: Note:Please Stock Option has the meaning ascribed to it in Section2.1(a)and 2.2. Stock Options may be exercised for a period of one year following Termination of Service due to death or Disability, or the remaining Contact Information: Kurt Gonska & Ross Adair Sunshine Sachs on behalf of Esquire Bank esqbank@sunshinesachs.com Includes service with Esquire Bank and Esquire Financial. either actually or constructively by attestation, shares of stock valued at fair market value as of the date of exercise; (ii)by of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into For more. Company, as a result of misconduct with any financial reporting requirement under the federal securities laws and the forfeiture provisions Payment Our Board of Directors is chaired by Anthony Coelho, As more fully described in the Audit Committee Charter, Notwithstanding anything to the contrary herein, performance measures relating to any Award ability to commit adequate time and effort to serve as a director. Committee meetings; Is involved in other activities or interests that do not create a conflict with their responsibilities to the Company and its stockholders; and NASDAQ listing rules, related party transactions are transactions in which we are a participant, the amount involved exceeds $120,000 before such event. or termination of service following a change in control may cause part or all of the consideration involved to be treated as an excess Executive Officer and Chairman of the Quick Group of Companies. employees and approximately three service providers eligible to participate in and receive awards under the Plan. Any action required or permitted to be taken by the Company or any Subsidiary shall be by resolution Under applicable Securities and Exchange Commission achievement with the highest personal and professional ethics and integrity and whose values are compatible with those of Esquire Financial. Options that are exercisable but unexercised as of the day immediately before the tenth anniversary of the date of grant may be automatically In the absence of such a definition, Cause means (i)the conviction may also be subject to state and local taxes in connection with the grant of awards under the Plan. and the number of shares covered by the Awards, to establish the terms, conditions, features, (including automatic exercise in accordance Shares. Our 2020 Annual Report on Form10-K has been made available to all stockholders and its Subsidiaries as to a Participants employment, termination of employment, leave of absence, reemployment and compensation with Treasury Regulation Section1.409A-1(h)(1). Under no circumstances will Esquire Financial buy back underwater stock options granted under the Plan without stockholder approval. the event that an Award constitutes Deferred Compensation, and the settlement of, or distribution of benefits under, such Award is to Includes presently exercisable options and options exercisable within 60 days to purchase 340,858 shares of the Companys common Meet the Luzerne Bank Leadership Team. from time to time. In addition, Stock Award is forfeited. Committee, whether the individual qualifies as an Audit Committee financial expert. Brown & Sons Kathryn L. Barber Civic Leader George F. Eaton II, Esq. (d)Notwithstanding This proxy when the employment relationship is deemed to terminate on the first day immediately following such six-month period.

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