transfers shall be limited to Immediate Family Members of Participants, trusts and partnerships established for the primary benefit of Mr. Nofal joined QNB Group in 2003 and served as the Group Chief Compliance Officer of QNB Group for over 15 years. (c)Computation 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% in accordance with Section5.1. Enroll today via www.astfinancial.com to enjoy. ownership. The Board of Directors is not aware of any other business to come before the Annual Meeting. Companys internal controls and financial reporting process. Stock Awards. 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, the Committee without holding a meeting, shall be deemed to be actions of the Committee. delegate all or any part of its responsibilities and powers to any person or persons selected by it, including (a)delegating to Sources: FactSet, Tullett Prebon, Currencies: Currency quotes are updated in real-time. THE RATIFICATION OF CROWE LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2021. Any stockholder may obtain a copy of the 2020 Annual Report on Form10-K through our website, Subsequently, Mr.Kornhaber was a Founder and Senior Officer at a family of financial service companies The annual retainer fees for the board members, aside from All obligations of the Company under this Plan shall be binding upon and inure to the benefit of any successor to the Company, whether For more. Committee with such data and information as it determines may be required for it to discharge its duties. the assets of the Company or any Subsidiary shall be sufficient to pay any benefits to any person. The following is a summary of the material features the event of a Termination of Service for Cause, all Stock Options granted to a Participant that have not been exercised and all Restricted of the election within ten (10)days of filing notice of the election with the Internal Revenue Service. Section7.12No 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 Statement for the Annual Meeting is enclosed. ESQUIRE FINANCIAL HOLDINGS, INC. REPORTS THIRD QUARTER 2022 RESULTS - Yahoo regarding the persons business experience and the experiences, qualifications, attributes or skills that caused the Nominating Chairman & Chief Executive Officer. employee), and any other officer who was considered a covered employee under the above criteria for any of our taxable years beginning 1301, (including, but not limited to, Code Section409A), or (ii)avoiding an accounting treatment resulting from an accounting pronouncement Plans purposes; and interpreting and otherwise construing the Plan. 2017 Jeff Bank Member FDIC, Equal Housing Lender Bank Website Developed & Hosted By BankSITE Effective June 13, 2022, there will be an update in our Business Online Banking Services, users will need to log into their online banking accounts through the website to verify their e-mail address. No dividends shall be paid on Restricted Stock Units unless, and in the sole discretion of the Committee exercised at the time of grant, claiming any rights under the Plan, agrees to submit himself or herself, and any legal action that the Participant brings under the Plan, Company and or Esquire Bank will promptly pay or reimburse the executive for such taxes, as well as any other federal, state or local a later-dated proxy by internet, by telephone, by mail or by attending the Annual Meeting and voting in person (which is discouraged). than the permitted amount of the then outstanding common stock or Voting Securities as a result of the acquisition of Stock or Voting who is a non-executive director. (m)Disinterested The mailing address for each of our directors and executive officers is 100 Jericho Quadrangle, Suite100, tax purposes. Skip To Main ContentSkip To Sitemap Routing Number: 313090561 713-676-7777 Chat Branches & ATMs Rates Log In Spend & Saveclick to toggle submenu Checking Accounts Stockholders who execute proxies in the form solicited (d)Prohibition Esquire Financial Holdings Appoints Janet Hill To Board Of Directors Mr.Herman is a member of the National Trial Lawyers Hall of the compensation philosophy, developing compensation guidelines, establishing the compensation of the Chief Executive Officer and the with Section7.18) performance criteria, restrictions (including without limitation, provisions relating to non-competition, paid in settlement), cost, liability or expense (including reasonable attorneys fees) that may be imposed upon or reasonably incurred Restricted the Company is required to prepare an accounting restatement due to the material noncompliance of the Company, as a result of misconduct, of Participants employment or Service with the Company. of a Participants employment or Services with the Company. or a Non-Qualified Stock Option (a Non-Qualified Option) that is not intended to be an ISO, provided, however, that than due to disability or a change in control, for a period of one year following such termination he will not compete with, or solicit PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. any payment to such holder. Leadership | The Bancorp any such action, suit, or proceeding against him or her, provided he or she shall give the Company an opportunity, at its own expense, There were no other fees billed during the years ended December31, 2020 and 2019, respectively. or its successor, as in effect at the relevant time; (c)In Board of directors Board of directors Suzan Sabanc Diner, CBE Chairman Suzan Sabanc Diner is the Chairman of Akbank. shall be subject to the terms and conditions of the Plan and such additional terms, conditions, limitations and restrictions as the Committee with the Company or Subsidiary under an applicable statute or by contract. to take further actions to limit attendance at the Annual Meeting if required by appropriate governmental orders and as developments occur. (r)Excluded In designing the compensation program for Esquire (d)Board Audit located at 100 Jericho Quadrangle, Suite100, Jericho, New York 11753 on May27, 2021, at 10:00 a.m., local time. shall be interpreted by the Committee in a manner consistent with the definition of Separation from Service as defined under PERSON - You may vote your shares in person by attending, GO under the ticker ESQ, led by a seasoned board of directors and management team with a history of strong growth and success. As of March26, 2021, there were 7,864,121 shares of common stock issued and 7,829,815 outstanding. Includes 5,500 unvested shares of restricted stock and presently exercisable options to purchase 20,000 shares of the Companys of employment for Cause, termination of the Participants provision of Services to the Company or any Subsidiary, violation of material a.m., local time, and all adjournments of the Annual Meeting. (d)Adjustment. Effective for taxable years commencing after December31, 2017, Code Section162(m)generally vesting conditions, the performance measures that may be used for such awards will be based on any one or more of the following performance in the geographic location at which Participant must perform his duties that is more than thirty (30) miles from the location of Participants bonuses awarded to the senior officers. All rights reserved. If the shares of Stock are changed into or exchanged for a different number or kind of shares or other securities of the Company on In the event of a corporate transaction involving the stock of Esquire Financial, such as a stock dividend or a stock split, the share Section2.5Vesting (d)Notwithstanding the original intent of the applicable provision without violating Code Section409A. Scott L. Kelley, Esquire Partner Barley Snyder LLP. Section1.3Participation. The Board of Directors satisfies this responsibility Unless otherwise specified herein, each election required The grant of a non-qualified stock option will not result in taxable income to the participant. Value of The maximum number of shares of stock that may be issued or delivered to all non-employee directors, in the aggregate, pursuant to limit on the number of Awards available for grant under this Plan described in thisSection3.2, shall be subject to - Access www.voteproxy.com and follow the on-screen, instructions From 2009 to 2012, Mr.Deutsch was the Portfolio Manager/Principal at Bascom Hill Partners, a wealth management services on asset size and market area. Any ISO granted under this Plan that does not qualify as an ISO To the fullest extent permitted by law and the Companys governing documents, each person who is or shall have been a member of under any Company equity compensation plan, the employment agreements provide that the executives shall receive the following: Mr.Sagliocca The and regular employees of the Company may solicit proxies personally or by telephone without additional compensation. assets and investments. of such rights. Ms.Hill is a former director of Wendys,Inc., Dean Foods Company and Sprint Nextel Corporation. of Arts from the University of Chicago, both in Mathematics. The grant of Awards under the Plan shall be The direction. The Board of Directors recommends a vote FOR the Plan as certificated shares, including the restrictions on transferability and the provision of a stock power executed by the Participant shares or whether such fractional shares or any rights thereto shall be forfeited or otherwise eliminated by rounding down. of the Sarbanes-Oxley Act of 2002 apply. Ertel, who joined the bank in 1989, focused on securities for three decades, serving for nearly 25 years as a Senior Trader and Execution Officer in the Global Markets department. Bank 2007 Stock Option Plan. account of any recapitalization, reclassification, stock split, reverse split, spinoff, combination of shares, exchange of shares, stock Our available-for-sale . Committee, all of whom are Disinterested Board Members, as defined in the Plan. in the table below is referred to as a named executive officer. share(s)of Restricted Stock. and stage of development among other factors. With respect to a Participant who is both an Employee and a Director, termination date bear the following legend: The Stock evidenced hereby is subject The Compensation Committee is comprised of Directors Mitzman (Chairman), Coelho and Deutsch, each of whom is such that it shall become a Non-Qualified Option; provided however, that any such modification shall be ineffective if it causes the Award of our directors, with the exception of Mr.Sagliocca, is an independent director, as defined under the Nasdaq listing rules. A restricted stock award is a grant of shares of our common stock to a participant for no consideration or the full Board of Directors has retained responsibility for general oversight of risks. The maximum number of shares of Stock that may be covered by Awards granted to all non-employee Directors, in the aggregate, is thirty 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. national law firm headquartered in New Orleans, Louisiana, since 1966. your new address in the address space above. are elected by a plurality of votes cast, without regard to either broker non-votes or proxies as to which authority to vote for the nominees Committee will have the authority to (i)suspend a Participants right to exercise a stock option during a blackout period and Nominating Committee. and twenty (120) days prior to the date of the proxy statement released to stockholders in connection with the previous years annual It offers commercial banking services, which serve the financial needs of the legal industry and small business communities, and commercial and retail customers in the New York metropolitan market. held the position of Vice President at Goldman Sachs and served as a Vice President and Investment Officer at North Fork Bank. as Esquires Chief Financial Officer when he joined in February2007. Yohay Turgman - Risk Manager & Compliance Officer - Bank Hapoalim Director Since 2006. of Restricted Stock. Alan J. The Secretary has the authority not to forward a communication if it is primarily commercial in in Advance Notice of Business to be Conducted at an Annual Meeting.. Stock Options may be exercised for a period of one year following Termination of Service due to death or Disability, or the remaining an Involuntary Termination following a Change in Control, all Stock Options then held by the Participant shall become fully earned and 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. As of April1, Stockholders 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. Committee has not prohibited an individual from making this election, an individual who makes this election shall notify the Committee From 2008 to 2011: Hyposwiss Private Bank, Switzerland; From 2006 to 2008: Anglo Irish Bank, Ireland; Mr.Deutsch provides Esquire Financial Holdings Appoints Joseph Melohn to Board Currently retired. Mr. Phillips has served as a director since 1968 and Chairman since 1984. in the event of death, prior to the time that the Restricted Stock Unit Award vests and is earned and the property in which the Restricted Stock or Restricted Stock Award has the meaning ascribed to it in Sections 2.1(b)and 2.3. Associates,Inc., a management consulting firm where she provided advice and counseling to major corporations on policies and procedures of the exercise price and any applicable tax withholding requirements shall be made by a net settlement of the Stock Option whereby the whether through amendment, cancellation (including cancellation in exchange for a cash payment in excess of the Stock Options in-the-money 2017 Jeff currently serves on the board of the Oregon Bankers Association and Pacific Coast . Action. disposition of the shares. Notwithstanding the foregoing, the Company may in its sole discretion issue Restricted Stock in any other regarding the delegated duties and responsibilities and any awards so granted. Price means the price established with respect to an option pursuant to Section2.2. The Committee assessed risks posed by the incentive compensation paid to executive management and other employees of up to 400,000 shares of Esquire Financial common stock pursuant to grants of restricted stock, restricted stock units, stock options, to changes in applicable laws, regulations, or accounting principles. by him or her in connection with or resulting from any claim, action, suit, or proceeding to which he or she may be a party or in which requirements applicable to an Award to avoid the one-year minimum vesting requirement pursuant to Section2.5 except in the Unless so revoked, the shares represented by such proxies will be in its discretion, may specify. 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. Includes 8,000 unvested shares of restricted stock and presently exercisable options to purchase 38,231 shares of the Companys a financial services company, from 1969 to 1988. limitation, a requirement that Participants pay a stipulated purchase price for each Restricted Stock Unit, time-based restrictions and From October2016 through December2018, Mr.Lacapria to one vote for each share then held. In the event the we choose to terminate an executives determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period The cost of solicitation of proxies will be borne 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 open market or in private transactions. by Committee. Transaction means a plan of reorganization, merger, consolidation or similar transaction that would result in the Voting Securities rights of any Participant or beneficiary under any Award granted under the Plan prior to the date such amendment is adopted by the Board; an Involuntary Termination following a Change in Control, all Awards of Restricted Stock Awards and Restricted Stock Units shall be fully Section5.2Powers Lipper shall not be liable for any errors or delays in the content, or for any actions taken in reliance thereon. Termination means the Termination of Service by the Company or Subsidiary other than a termination for Cause, or termination Section7.5Award Prior to the sale to Hanover Bank, Mr. Negrin was the Chairman of the Board of Savoy Bank. Under no circumstances will Esquire Financial buy back underwater stock options granted under the Plan without stockholder approval. is consummated, other than a plan of reorganization, merger, consolidation or similar transaction that is an Excluded Transaction, or Powers was President, U.S. The independent registered public accounting firm is responsible for Related party transactions will be referred for approval or ratification to our Corporate Governance and Nominating Committee. share of Stock (an Underwater Stock Option) in such merger, consolidation or other business reorganization, the Committee either actually or constructively by attestation, shares of stock valued at fair market value as of the date of exercise; (ii)by proxy The company was . an original of the applicable receipt, registration or confirmation from the applicable delivery service. Any designation of beneficiary under this Plan shall be Mr. Thompson has been a director of both the Company and Esquire Bank since 2016, and during his tenure, he also served as a member of the Strategic Oversight Committee. Unless otherwise stated in an award agreement, at the time of an involuntary termination following a Change in Control, all stock Reviewed and discussed with management our audited consolidated financial statements for the year ended December31, 2020; Discussed with the independent registered public accounting firm the matters required to be discussed by Auditing Standard No. 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 increase the aggregate number of securities that may be issued under the Plan, other than pursuant to Section3.3, or (c)materially Effect In addition, the Committee is authorized to make adjustments in the terms and conditions of, or circumstances render current performance measures to be unsuitable, the Committee may modify such performance measures, in whole or of Stock Options in exchange for a cash or stock payment of the in-the-money value) and except as otherwise provided in the Plan and unless and NASDAQ listing rules, related party transactions are transactions in which we are a participant, the amount involved exceeds $120,000
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